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       T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Tuesday, May 7, 2024, Vol. 25, No. 92

                           Headlines



A U S T R I A

SIGNA PRIME: Sells Luxury Hotel Bauer to Schoeller Group
WSF BICYCLE: Applies for Insolvency


F R A N C E

ATOS SE: Daniel Kretinsky Proposes Rescue Bid for Business
SILICA SAS: Moody's Affirms 'B3' CFR & Alters Outlook to Positive


I R E L A N D

ARMADA EURO III: Moody's Affirms B2 Rating on EUR10MM Cl. F Notes
HENLEY CLO X: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes
SEAGATE TECHNOLOGY: Fitch Affirms 'BB+' LongTerm IDR, Outlook Neg.


I T A L Y

MILTONIA MORTGAGE: Moody's Assigns (P)B2 Rating to Class F Notes


L U X E M B O U R G

CHRYSAOR BIDCO: S&P Assigns Preliminary 'B' ICR, Outlook Stable


S W I T Z E R L A N D

PEACH PROPERTY: Moody's Lowers CFR to B3, Outlook Remains Negative


T U R K E Y

TURKIYE: S&P Raises Long-Term SCR to 'B+' on Economic Rebalancing
VESTEL ELEKTRONIK: Fitch Assigns B+(EXP) LongTerm IDR, Outlook Pos.


U N I T E D   K I N G D O M

888 ACQUISITIONS: Fitch Rates GBP300M Notes 'BB-(EXP)'
AUBURN 15 PLC: Fitch Assigns 'B+(EXP)sf' Rating to Class F Notes
CONSORT HEALTHCARE: S&P Keeps 'CCC-' Debt Rating on Watch Neg.
GEOFFREY OSBORNE: Collapse to Delay Woolwich Town Centre Project
GKN HOLDINGS: Fitch Affirms 'BB+' LongTerm IDR, Outlook Positive

HELIOS TOWERS: S&P Upgrades ICR to 'B+' on Business Resilience
MATCHES: Frasers Group Acquires Intellectual Property
PHILIPS TRUST: Customers to Get All Their Money Back
TOGETHER ASSET 2024-1ST1: S&P Assigns BB+ (sf) Rating to E Notes

                           - - - - -


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A U S T R I A
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SIGNA PRIME: Sells Luxury Hotel Bauer to Schoeller Group
--------------------------------------------------------
Reuters reports that insolvent Austrian property company Signa
Prime Selection, part of the troubled Signa empire, has sold the
luxury Hotel Bauer on Venice's Grand Canal as part of a deal with
German industrialist family business Schoeller Group, Signa Prime
said on April 26.

Signa, the property group founded by Rene Benko, has become the
biggest casualty so far in Europe's real estate crisis, with
creditors filing claims totalling billions of euros, Reuters
states.

The group's holding company that sits at the centre of a web of
hundreds of firms has declared insolvency, as have two of its most
important units, Prime and Signa Development, Reuters relates.

"The management boards of Signa Prime and the Schoeller Group have
signed the contracts after successful negotiations between Vienna,
Munich and Bolzano," Signa Prime, as cited by Reuters, said in a
statement, referring to their bases and the city in northern Italy
where two other projects included in the deal are located.

Signa Prime did not say how much Schoeller Group was paying for the
three properties, Reuters notes.  It said the deal is subject to
banks' and antitrust approval and expected to close in "a small
number of months", according to Reuters.


WSF BICYCLE: Applies for Insolvency
-----------------------------------
Bike Europe reports that contract manufacturer WSF Bicycle
Technology GmbH applied for insolvency on April 24.

WSF Bicycle Technology GmbH is based in Austria.






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F R A N C E
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ATOS SE: Daniel Kretinsky Proposes Rescue Bid for Business
----------------------------------------------------------
Irene Garcia Perez and Benoit Berthelot at Bloomberg News report
that Czech billionaire Daniel Kretinsky is facing off against David
Layani's OnePoint in his latest attempt to rescue embattled French
tech company Atos SE.

Atos said on May 6 that it has received four proposals, including
one it already rejected from private equity firm Bain Capital, to
restore the group to financial health, Bloomberg relates.
According to Bloomberg, the firm is seeking to reach a deal by the
end of the month that would inject fresh funds and bring stability
after clients began to hold off business.  The third rescue offer
is from a creditor group, Bloomberg notes.

The bidders are seeking to return Atos to its former glory as one
of France's premier tech companies before accounting scandals and
huge debts left it on the verge of insolvency, Bloomberg discloses.
The proposals would slash debt and acquire a firm that remains a
key IT services provider in its home country, even after losing 83%
of its value in the last year, Bloomberg states.

Kretinsky's EPEI teamed up with credit fund Attestor Ltd. to
propose EUR600 million (US$646 million) of new common equity for
Atos, according to materials posted on the Atos website on May 6,
Bloomberg discloses.  The group would be financed by an additional
EUR1.3 billion of working capital facilities, Bloomberg notes.  

OnePoint, which owns about 11% of Atos and is its biggest
shareholder, is calling for a EUR350 million cash injection from
the consortium in exchange for a minimum of 35% of shares,
Bloomberg says.  Layani will contribute EUR20 million to the plan,
and Butler Industries would also participate, according to
Bloomberg.

The bondholders' plan foresees working with an anchor investor to
keep the business together. All of the proposals focus on the some
90% of the business that isn't considered strategically important
and that the government is in talks to buy, Bloomberg states.

Bain proposed a bid on Atos' Eviden cloud, digital and cyber unit,
minus the strategic businesses that the French government plans to
buy, Bloomberg relays.  Atos said the offer didn't meet its
objectives, Bloomberg recounts.


SILICA SAS: Moody's Affirms 'B3' CFR & Alters Outlook to Positive
-----------------------------------------------------------------
Moody's Ratings has affirmed Silica S.A.S.'s (SGD Pharma or the
company) B3 long-term corporate family rating and its B3-PD
probability of default rating. SGD Pharma is a French glass
packaging manufacturer for the pharmaceutical and beauty
industries.

Concurrently, Moody's has affirmed the B3 instrument rating on the
EUR500 million senior secured first-lien term loan due 2028 and on
the EUR90 million senior secured first-lien revolving credit
facility (RCF) due 2028, both borrowed by Silica S.A.S. The outlook
has changed to positive from stable.

"The change in outlook to positive from stable reflects SGD
Pharma's stronger than anticipated operating performance in 2023
owing to pricing actions and greater focus on more profitable
products and reducing costs, which resulted in significant gross
leverage reduction and positive free cash flow (FCF)" says
Donatella Maso, Vice President–Senior Credit Officer and lead
analyst for SGD Pharma.

"Although Moody's expect some volatility in the company's credit
metrics in 2024-2025 because of higher debt to fund increasing
capital expenditures and the greenfield project under the JV with
Corning, the positive outlook reflects Moody's expectation that SGD
Pharma will continue to sustain its earnings, maintains a leverage
below 6.0x and generates positive FCF from 2026", adds Ms Maso.

RATINGS RATIONALE      

SGD Pharma's operating performance in 2023 was stronger than
Moody's anticipated. The company's 2023 core revenue increased by
7% to EUR442 million, and its EBITDA, as adjusted by Moody's,
increased by 40% to EUR105 million, allowing the company to recover
its historic profitability. The growth was achieved through a
combination of price increases and improved product mix which more
than offset cost inflation and softer demand for beauty in Asia. As
a result, the company was able to reduce its Moody's adjusted
leverage to 5.2x from 7.5x in 2022, a level well below the guidance
for the B3 rating category.

Going forward, SGD Pharma's operating performance will be supported
by a stable demand for pharmaceutical packaging, gradual recovery
of Asian beauty industry, continuous strategic shift towards higher
margin products and lower energy costs owing to the company's
hedging strategy, and ongoing cost savings across all sites. Under
these assumptions, Moody's expects that SGD Pharma will be able to
offset potential price pressure, rising wages and lower fixed costs
absorption due to several major planned refurbishments and maintain
or slightly improve its EBITDA in 2024-2025 compared to the level
achieved in 2023.

Moody's also expects that SGD Pharma's leverage, as adjusted by
Moody's, will rise to 5.4x-5.6x owing to increasing debt to fund
capital spending, albeit remaining below the guidance for the B3
rating category. The debt will also increase because of a new $44
million equivalent debt facility maturing in 2034 raised for the
construction of a tubing furnace at SGD Phama's existing site in
India, under the joint-venture agreement with Corning Incorporated
(Corning, Baa1 negative). Given that SGD Pharma has a 51% stake in
the JV, this is fully consolidated in its financial accounts and
the associated debt is included in the leverage calculation. While
Moody's acknowledges some execution risk in this greenfield
project, it also notes that, once completed in 2025, it would allow
SGD Pharma to benefit from cost synergies. The cost of this new
furnace is estimated to be around EUR70 million, to be funded 30%
by equity contributions from both SGD Pharma and Corning and 70% by
debt.

Despite the strong deleveraging, the B3 rating remains constrained
by the company's FCF, which will turn negative for the next two
years owing to higher interest costs and increasing capital
expenditures primarily related with major furnace repairs as well
as efficiency and decabornisation projects, but expected to improve
thereafter with the positive contribution to the earnings of the
new tubing furnace after the its ramp-up period.

The B3 rating continues to reflect the company's focused product
offering in the glass packaging segment, and the competitive nature
of the pharma packaging market. It further reflects the capital
intensity of furnace maintenance and working capital needs which
will continue to absorb the majority of the cash flow, and the
execution risk associated with its expansion strategy in emerging
markets and its TOP2025 plan. While most of the company's revenue
is derived from pharmaceutical products, 15% is generated from the
beauty and cosmetic industry, which is viewed as less resilient to
economic cycles.

More positively, the B3 rating is supported by the company's
leading market position as one of the world's largest glass
packaging manufacturers in its niche product categories with a
focus on high-margin glass containers with a well invested asset
base. It further reflects its geographic presence in both mature
and faster growing emerging markets and a diversified customer base
with over 3,000 clients, and the positive fundamentals of the
pharmaceutical industry, the high switching costs, and barriers to
entry due to the long validation processes and required regulatory
approvals, as well as material investments in know-how and
industrial footprint.

LIQUIDITY

Moody's views SGD Pharma's liquidity as adequate for its near-term
requirements. The company's liquidity is supported by EUR47.2
million of cash and cash equivalent at the end of December 2023
albeit EUR18.7 million is not immediately available; full
availability of its EUR90 million senior secured first-lien
revolving credit facility (RCF) due 2028; and no material debt
maturities until 2028 when the senior secured first-lien term loan
and the senior secured first-lien RCF are due. These sources are
deemed more than sufficient to cover the expected negative FCF
driven by high capital expenditures to support its TOP2025 plan and
the capacity expansions in India, in addition to the routine plant
maintenance.

The senior secured first-lien RCF includes a maximum net leverage
covenant ratio of 10.3x which will be tested when drawings under
this facility exceed 40%. Moody's expects SGD Pharma to comply
satisfactorily with its covenant over the next 12 to 18 months. SGD
Pharma reported a net leverage ratio of 4.1x at the end of December
2023.

STRUCTURAL CONSIDERATIONS

The B3-PD PDR is aligned with the CFR based on a 50% recovery rate
because of the all-bank debt structure with a covenant-lite
package. The B3 instrument ratings on the senior secured bank
credit facilities are aligned with the CFR as they represent all
financial debt in the capital structure. The debt facilities
benefit from a fairly weak security package comprised of pledges
over shares, material bank accounts and intercompany receivables,
whilst guarantors represent at least 80% of consolidated EBITDA.

The capital structure also includes a shareholder loan maturing in
March 2029, which qualifies as equity under Moody's criteria for
hybrid instruments issued by speculative-grade issuers.

The new facility for the construction of the tubing furnace in
India, due in 2034, was raised outside of the banking restricted
group and is secured against the assets of the JV. For these
reasons, it is expected not to hamper the recovery prospects of the
existing loans.

RATIONALE FOR THE POSITIVE OUTLOOK

The positive rating outlook reflects Moody's expectations that the
company will be able to sustain the level EBITDA achieved in 2023,
to maintain a Moody's adjusted gross debt/EBITDA below 6.0x and to
generate positive Moody's adjusted FCF after 2025. The outlook also
assumes that the company will not embark on material debt-funded
acquisitions or dividend distributions.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Positive pressure on the rating could arise over time if SGD
Pharma's EBITDA continues to grow with its Moody's adjusted gross
debt/EBITDA remaining consistently below 6.0x; its EBITDA/Interest
ratio stays above 2.5x; and its Moody's adjusted FCF turns positive
on a sustained basis while its liquidity remains adequate. An
upgrade will also require some visible progress in the ramp-up of
the glass tubing furnace in India.

Negative pressure on the rating could arise if SGD Pharma's
operating performance deteriorates so that its Moody's adjusted
gross debt/EBITDA increases sustainably above 7.0x; its
EBITDA/Interest ratio falls below 2.0x; its Moody's adjusted FCF
remains negative for a prolonged period of time after 2025; or its
liquidity weakens.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers published in
December 2021.

COMPANY PROFILE

Headquartered in Paris (France), SGD Pharma is a leading
manufacturer of primary glass packaging and containers for the
pharmaceutical and beauty industries, with a global footprint
spread across Europe, North America, India and China. In 2023 the
company generated approximately EUR442 million of revenue and
EUR105 million of Moody's adjusted EBITDA.



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I R E L A N D
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ARMADA EURO III: Moody's Affirms B2 Rating on EUR10MM Cl. F Notes
-----------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Armada Euro CLO III Designated Activity Company:

EUR35,000,000 Class B Senior Secured Floating Rate Notes due 2031,
Upgraded to Aaa (sf); previously on Nov 2, 2022 Upgraded to Aa1
(sf)

EUR27,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa3 (sf); previously on Nov 2, 2022
Upgraded to A1 (sf)

Moody's has also affirmed the ratings on the following notes:

EUR218,000,000 (Current outstanding amount EUR192,157,711) Class
A-1 Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf);
previously on Nov 2, 2022 Affirmed Aaa (sf)

EUR30,000,000 (Current outstanding amount EUR26,443,722) Class A-2
Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf);
previously on Nov 2, 2022 Affirmed Aaa (sf)

EUR27,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Baa2 (sf); previously on Nov 2, 2022
Upgraded to Baa2 (sf)

EUR23,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Nov 2, 2022
Affirmed Ba2 (sf)

EUR10,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B2 (sf); previously on Nov 2, 2022
Affirmed B2 (sf)

Armada Euro CLO III Designated Activity Company, issued in December
2018, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Brigade Capital Europe Management LLP. The
transaction's reinvestment period ended in January 2023.

RATINGS RATIONALE

The upgrades on the ratings on the Class B and C notes are
primarily a result of the deleveraging of the senior notes
following amortisation of the underlying portfolio since the
payment date in April 2023.

The affirmations on the ratings on the Class A-1, A-2, D, E and F
notes are primarily a result of the expected losses on the notes
remaining consistent with their current rating levels, after taking
into account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralisation ratios.

The Class A notes have paid down by approximately EUR29.29 million
(11.82%) in the last 12 months. As a result of the deleveraging,
over-collateralisation (OC) has increased across the capital
structure. According to the trustee report dated April 2024 [1],
the Class A/B, Class C, Class D, Class E and Class F OC ratios are
reported at 144.79%, 131.53%, 120.49%, 112.45% and 109.28%%
compared to April 2023 [2] levels of 142.78%, 130.34%, 119.90%,
112.24% and 109.20%, respectively. Moody's notes that the April
2024 principal payments are not reflected in the reported OC
ratios.

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.

In its base case, Moody's used the following assumptions:

Performing par and principal proceeds balance: EUR371.20m

Defaulted Securities: EUR4.64m

Diversity Score: 46

Weighted Average Rating Factor (WARF): 2920

Weighted Average Life (WAL): 3.72 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.57%

Weighted Average Coupon (WAC): 4.48%

Weighted Average Recovery Rate (WARR): 44.59%

Par haircut in OC tests and interest diversion test:  none

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations"
published in December 2021.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance methodology" published in October 2023. Moody's
concluded the ratings of the notes are not constrained by these
risks.

Factors that would lead to an upgrade or downgrade of the ratings:

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.

Additional uncertainty about performance is due to the following:

-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels.  Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Recoveries higher
than Moody's expectations would have a positive impact on the
notes' ratings.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.

HENLEY CLO X: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes
---------------------------------------------------------------
Fitch Ratings has assigned Henley CLO X DAC expected ratings.

The assignment of final ratings is contingent on the receipt of
final documents conforming to information already reviewed.

   Entity/Debt              Rating           
   -----------              ------           
Henley CLO X DAC

   Class A              LT AAA(EXP)sf  Expected Rating
   Class B              LT AA(EXP)sf   Expected Rating
   Class C              LT A(EXP)sf    Expected Rating
   Class D              LT BBB-(EXP)sf Expected Rating
   Class E              LT BB-(EXP)sf  Expected Rating
   Class F              LT B-(EXP)sf   Expected Rating
   Subordinated Notes   LT NR(EXP)sf   Expected Rating

TRANSACTION SUMMARY

Henley CLO X DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans, first-lien, last-out loans and
high-yield bonds. Net proceeds from the issuance of the notes will
be used to fund a portfolio with a target par of EUR450 million.
The portfolio is actively managed by Napier Park Global Capital Ltd
(NPGC). The transaction will have a 5.1-year reinvestment period
and a 7.5-year weighted average life (WAL) test.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The Fitch-weighted
average rating factor (WARF) of the identified portfolio is 25.8.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-weighted
average recovery rate (WARR) of the identified portfolio is 62.0%.

Diversified Portfolio (Positive): The transaction will include
various concentration limits in the portfolio, including a
fixed-rate obligation limit at 15%, top 10 obligor concentration
limit at 20% and maximum exposure to the three-largest
Fitch-defined industries at 40%. These covenants ensure the asset
portfolio will not be exposed to excessive concentration.

WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by one year and a half, to 7.5 years, on the step-up date, which
can be one year and a half after closing at the earliest. The WAL
extension is at the option of the manager but subject to conditions
including satisfying the collateral-quality, portfolio-profile, and
coverage tests as well as aggregate collateral balance (including
defaults at collateral value) being at least equal to the
reinvestment target par balance.

Portfolio Management (Neutral): The transaction will have a
5.1-year reinvestment period, which is governed by reinvestment
criteria that are similar to those of other European transactions.
Fitch's analysis is based on a stressed-case portfolio with the aim
of testing the robustness of the transaction structure against its
covenants and portfolio guidelines.

Cash Flow Modelling (Positive): The WAL Fitch modelled is 12 months
less than the WAL covenant. This is to account for the strict
reinvestment conditions envisaged by the transaction after its
reinvestment period. These include passing both the coverage tests
and the Fitch 'CCC' maximum limit, as well as a WAL covenant that
progressively steps down over time, both before and after the end
of the reinvestment period. Fitch believes these conditions would
reduce the effective risk horizon of the portfolio during the
stress period.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would lead to a downgrade of no more than
one notch for the class D notes and to below 'B-sf' for the class F
notes and no impact on all the other notes.

Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than initially assumed, due to
unexpectedly high levels of default and portfolio deterioration.
Due to the better metrics and shorter life of the identified
portfolio than the Fitch-stressed portfolio, the class B, D, E and
F notes display a rating cushion of two notches while class C notes
have three notches. The class A notes are at the highest achievable
rating and therefore have no rating cushion.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
across all ratings and a 25% decrease of the RRR across all ratings
of the Fitch-stressed portfolio would lead to a downgrade of up to
four notches for the class A, B and C notes, three notches for the
class D notes and to below 'B-sf' for the class E and F notes.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would result in an upgrade of no more than two notches
across the structure, apart from the 'AAAsf' notes.

During the reinvestment period, upgrades, which will be based on
the Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, leading
to the ability of the notes to withstand larger-than-expected
losses for the remaining life of the transaction. After the end of
the reinvestment period, upgrades may result from a stable
portfolio credit quality and deleveraging, leading to higher credit
enhancement and excess spread available to cover losses in the
remaining portfolio.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.

ESG CONSIDERATIONS

Fitch does not provide ESG relevance scores for Henley CLO X DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.

SEAGATE TECHNOLOGY: Fitch Affirms 'BB+' LongTerm IDR, Outlook Neg.
------------------------------------------------------------------
Fitch Ratings has affirmed Seagate Technology plc's and its
wholly-owned subsidiary, Seagate HDD Cayman's, Long-Term Issuer
Default Ratings (IDR) at 'BB+'. In addition, Fitch has affirmed
Seagate HDD Cayman's senior unsecured rating at 'BB+'/'RR4'. The
Rating Outlook is Negative.

The ratings and Outlook reflect Fitch's expectation that FCF and
leverage metrics will remain pressured over the near-term due to
the severity of the recent downturn, despite largely normalized
inventory across Seagate's markets and recovering cloud demand,
including artificial intelligence (AI) infrastructure. Fitch
forecasts only modest near-term FCF and EBITDA leverage still in
the mid-3x range even assuming it repays the $479 million of senior
notes maturing in January 2025.

KEY RATING DRIVERS

Capital Allocation Shift: Fitch expects Seagate to use FCF (CFO -
Capex - Dividends) and a substantial portion of net proceeds from
divestitures for debt reduction rather than share repurchases in
order to accelerate the return of credit metrics to within Fitch's
rating sensitivities. Nonetheless, Fitch does not forecast EBITDA
leverage below its 3.0x negative rating sensitivity until fiscal
2026. Prioritizing the use of FCF for debt reduction is a departure
from Seagate's prior financial policies, which include using at
least 70% (but typically closer to 100%) of pre-dividend FCF for
common dividends and stock buybacks.

Beyond Seagate's April 13, 2024 sale of intellectual property (IP),
equipment and certain other assets related to its system-on-chip
business to Broadcom for $600 million of cash consideration, Fitch
does not expect significant divestitures through the rating
horizon.

Improving Profitability Profile: Fitch expects the magnitude of the
downturn to reset Seagate's baseline profitability below historical
levels but cost reductions and a richer product sales mix to
strengthen the company's profitability profile. Over the
nearer-term, Fitch expects EBITDA margins approaching 20% and
modest positive FCF. In the longer run, Fitch anticipates EBITDA
margins will return to the low 20% and, in conjunction with
moderating capital intensity, drive mid- to high-single digit FCF
margins.

Meanwhile, Seagate has already achieved the $200 million of
run-rate operating expense savings from the cost reduction
initiatives aimed at footprint optimization that the company
announced in fiscal 2023. Fitch expects cloud spending, including
AI infrastructure investments, to drive an increase in higher gross
profit margin mass capacity products as a percentage of
consolidated revenue, which now represents more than 80% of
consolidated revenue versus three quarters in fiscal 2022 and
two-thirds in fiscal 2021.

Secular Demand: Fitch believes robust demand for storage across
media types provides a path for modest positive organic long-term
revenue growth. AI and 5G-enabled applications across computing
environments will be a significant driver of demand. Fitch expects
the significant majority of data creation will be cool/cold storage
on lower cost hard-disk drive (HDD)-based capacity drives in the
public cloud, driving the bulk of Seagate's long-term revenue
growth, with surveillance penetration and other edge applications
leading the remainder of top-line growth.

Constructive Industry Conditions: Fitch believes Seagate's nearly
50% capacity drive market share supports constructive supply
conditions that should enable long-term profitable growth and solid
FCF margins. Seagate's intensified capital spending in recent years
and repurposing of existing capacity as legacy revenue declines
should enable the company to manage capital spending at
structurally lower levels through the forecast period, including
lower near-term capacity additions.

Meaningful Technology Risk: Fitch believes storage technology and
product risks remain meaningful, with regular areal density
increases required to offset significant pricing pressure to
sustain HDD's total cost of ownership (TCO) advantage over SSDs and
keep pace with its chief competitor, Western Digital Corp.
('BB+'/Negative Watch). Energy assist-based drives promise to
provide a roughly decadelong roadmap to drives of more than 50
terabytes, reducing Seagate's technology risk. At the same time,
the breakdown of Moore's Law constrains SSD makers' ability to
close the TCO gap.

DERIVATION SUMMARY

The severity of the recent downturn has weakened Seagate's position
relative to the 'BB+' rating and will constrain near-term FCF and
credit metrics. Seagate's operating profile hinges upon its strong
market positions in HDDs, significant barriers to entry from
moderate investment intensity required for meaningful market
participation and secular demand for storage solutions supporting
higher-than global GDP long-term revenue growth. Its expectations
for lower than historical FCF over the next few years in the face
of upcoming debt maturities weakens Seagate's financial flexibility
and financial structure factors.

Fitch views Seagate's operating profile as overall in line with
that of HDD competitor, Western Digital, particularly pro forma for
Western Digital's planned spinoff of its Flash Memory from the disk
drive business. Together Seagate and Western Digital represent the
vast majority of high capacity disk drives, markets benefitting
from secular growth dynamics. Until separation, Western Digital's
higher long-term growth prospects by virtue of its exposure to
flash are offset by far greater cyclicality, given a less
consolidated industry structure and more commodity-like nature of
flash products. Investment intensity ends up being similar for
Seagate and Western Digital mainly due to the latter's ability to
source NAND flash while sharing investment intensity with its JV
partner.

Fitch views Seagate's financial profile as roughly in-line with
that of Western Digital, due to the latter's traditionally more
conservative financial policies, including prioritization of FCF
for debt reduction to achieve a then target EBITDA leverage metric
and dividend suspension in support of that target. Meanwhile,
Seagate has no publicly-articulated financial policies and
historically prioritized share repurchases on top of an annual
dividend that consumes roughly half of average annual FCF, putting
its financial flexibility metrics in-line with the 'bb'-category.

Seagate's debt, excluding debt Fitch attributes to the company's
unrated accounts receivable factoring arrangement, is unsecured and
Fitch's Corporate Recovery Ratings and Instrument Ratings Criteria
caps senior unsecured debt at 'RR4'/+0.

KEY ASSUMPTIONS

- Strengthening FY24Q4 revenue to drive low teens negative revenue
growth for full fiscal 2024, followed by robust revenue growth in
fiscal 2025 from depressed levels;

- Longer-term revenue growth in the low- to mid-single digits,
driven by cloud spending, including on AI infrastructure;

- EBITDA margins recover to approach 20% in fiscal 2025 expand
through the out years;

- Dividends remain roughly flat and capital spending is at the
mid-point of 4%-6% long-term guidance;

- Seagate uses FCF and a substantial portion of net proceeds from
its system-on-chip business sale for debt reduction over the next
couple of years;

- Longer-term, Seagate resumes returning cash flow to shareholder
through dividends and buybacks.

RATING SENSITIVITIES

Fitch could stabilize the Outlook for the 'BB+' ratings if Fitch
expects Seagate to sustain EBITDA leverage below 3.0x.

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

- Public commitment to manage debt levels for total leverage
sustained below 2.5x;

- Expectations for annual FCF margins consistently in the mid to
high single digits while growing revenue, structurally higher
market share and diversifying end market and product exposure.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

- Expectations for annual FCF sustained below $500 million or FCF
margins in the low single digits from persistently weaker than
expected revenue trends or profit margins, indicating poor
execution on its roadmap;

- Expectations for total leverage sustained above 3.0x, from debt
issuance to support debt-funded shareholder returns persistently in
excess of FCF.

LIQUIDITY AND DEBT STRUCTURE

Fitch views Seagate's liquidity as adequate and, as of March 29,
2024, consisted of $795 million of cash, cash equivalents and
short-term investments, and an undrawn $1.5 billion senior
unsecured revolving credit facility due Sept. 14, 2026. Fitch's
expectations for a return to positive FCF in fiscal 2025 and
average annual FCF of $250 million-$500 million through the
forecast period also support liquidity. Over the nearer-term, $600
million of net proceeds from the systems-on-chip business sale to
Broadcom, Inc. on April 13, 2024 supports the company's $479
million of 4.75% senior notes maturing Jan. 1, 2025.

ISSUER PROFILE

Seagate Technology Plc (Seagate) is a leading provider of data
storage technology, primarily HDDs but also other storage solutions
that enable customers to manage exponentially growing data from
end-point to cloud.

ESG CONSIDERATIONS

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

   Entity/Debt                 Rating         Recovery   Prior
   -----------                 ------         --------   -----
Seagate Technology
Public Limited Company   LT IDR BB+  Affirmed            BB+

Seagate HDD Cayman       LT IDR BB+  Affirmed            BB+

   senior unsecured      LT     BB+  Affirmed   RR4      BB+



=========
I T A L Y
=========

MILTONIA MORTGAGE: Moody's Assigns (P)B2 Rating to Class F Notes
----------------------------------------------------------------
Moody's Ratings has assigned provisional long-term credit ratings
to Notes to be issued by Miltonia Mortgage Finance S.r.l.:

EUR[]M Class A Mortgage Backed Floating Rate Notes due April 2062,
Assigned (P)Aa3 (sf)

EUR[]M Class B Mortgage Backed Floating Rate Notes due April 2062,
Assigned (P)A3 (sf)

EUR[]M Class C Mortgage Backed Floating Rate Notes due April 2062,
Assigned (P)Baa3 (sf)

EUR[]M Class D Mortgage Backed Floating Rate Notes due April 2062,
Assigned (P)Ba1 (sf)

EUR[]M Class E Mortgage Backed Floating Rate Notes due April 2062,
Assigned (P)Ba3 (sf)

EUR[]M Class F Mortgage Backed Floating Rate Notes due April 2062,
Assigned (P)B2 (sf)

EUR[]M Class G Mortgage Backed Floating Rate Notes due April 2062,
Assigned (P)Caa2 (sf)

Moody's has not assigned Ratings to EUR[]M Class R Notes and EUR[]M
Class Z Notes due Dec 2062.

RATINGS RATIONALE

The Notes are backed by a static portfolio of Italian first lien
residential mortgage loans: 88.7% of the loans were originated by
Barclays Bank PLC (A1/P-1 Bank Deposits; A1(cr)/P-1(cr)) acting
through its Italian branch, "Barclays Milan"; 6.4% were originated
by Banca Woolwich SpA (NR) which was merged with Barclays Bank PLC
in April 2004; 4.9% were originated by Macquarie Bank Limited
(Aa2/P-1 Bank Deposits; Aa2(cr)/P-1(cr)) and subsequently acquired
by Barclays Milan.

The portfolio of assets amount to approximately EUR4,139bn as of
May 31, 2023 pool cut-off date. At closing, the liquidity reserve
fund will be equal to 0.50% of the Classes A and B Notes while
general reserve fund will be equal to 2.80% of the Classes A to G
Notes minus liquidity reserve fund required amount. Total credit
enhancement for the Class A Notes will be 14.58%.

The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.

According to Moody's, the transaction benefits from various credit
strengths such as the high seasoning of the collateral and
historical data provided, the low level of LTV, the low amount of
loans in arrears, the level of credit enhancement provided for each
tranche, a liquidity and a general reserve fund. The liquidity
reserve fund will be replenished after payment of interest on Class
A and B Notes and can be used to cover Class A Notes interest and
PDL, Class B interest, senior fees and swap.

However, Moody's notes that the transaction features some credit
weaknesses, such as the interest rate switch optionality and the
low excess spread at closing. Around 64% of collateral pool is made
by floating rate loans with the optionality to switch to a fixed
rate; although historical data show that in the last 7 years the
optionality has been exercised by a very limited percentage of
borrowers (approx. 1% of the pool), the likelihood of this option
being exercised can change overtime. Various mitigants have been
included in the transaction to address this, such as an interest
rate balance guaranteed swap which reduces the risk of interest
rate mismatch, mainly for fixed for life and fixed with optionality
loans.

Moody's determined the portfolio lifetime expected loss of 1.5% and
MILAN Stressed Loss of 6.0% related to borrower receivables. The
expected loss captures Moody's expectations of performance
considering the current economic outlook, while the MILAN Stressed
Loss captures the loss Moody's expect the portfolio to suffer in
the event of a severe recession scenario. Portfolio expected loss
and MILAN Stressed Loss are parameters used by Moody's to calibrate
its lognormal portfolio loss distribution curve and to associate a
probability with each potential future loss scenario in the ABSROM
cash flow model to rate RMBS.

Portfolio expected loss of 1.5%: This is lower than Italian
residential mortgage sector average and is based on Moody's
assessment of the lifetime loss expectation for the pool taking
into account: (i) the portfolio characteristics, including WA LTV
of 50.8% ; (ii) the current macroeconomic environment in Italy and
the impact of future interest rate rises on the performance of the
mortgage loans; and (iii) benchmarking with similar Italian RMBS.

MILAN Stressed Loss of 6.0%: This is lower than Italian residential
mortgage sector average and follows Moody's assessment of the
loan-by-loan information taking into account the following key
drivers: (i) the WA LTV of 50.8%; (ii) the originator and servicer
assessment; (iv) the wide historical performance data covering
several economic cycles; and (v) benchmarking with similar Italian
RMBS.

The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations methodology" published in October
2023.

Factors that would lead to an upgrade or downgrade of the ratings:

Factors that may cause an upgrade of the ratings of the notes
include significantly better than expected performance of the pool
together with an increase in credit enhancement of Notes.

Factors that would lead to a downgrade of the ratings include: (i)
an increase in the level of arrears resulting in a higher level of
losses than forecast; (ii) increased counterparty risk leading to
potential operational risk of servicing or cash management
interruptions; or (iii) economic conditions being worse than
forecast resulting in higher arrears and losses.



===================
L U X E M B O U R G
===================

CHRYSAOR BIDCO: S&P Assigns Preliminary 'B' ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' issuer credit
rating to Chrysaor Bidco S.a r.l. and its preliminary 'B' issue and
'3' recovery ratings to the group's term loan B (TLB).

The stable outlook reflects S&P's expectation that the increasingly
complex global regulatory and tax landscape, strong underlying
market growth, and market share gains will support Alter Domus'
growth, resulting in leverage of about 6.2x by year-end 2024 and
roughly 5.0x by year-end 2025, with funds from operations cash
interest coverage to remain above 2x and free operating cash flow
above EUR50 million.

The rating action follows Cinven's announced plans to acquire a
majority stake in fund administration services provider Alter
Domus. To finance the transaction, which S&P expects will close by
year-end 2024, Alter Domus's parent company, Chrysaor Bidco S.a
r.l., plans to issue a EUR1.35 billion senior secured TLB split in
euro and U.S. dollar tranches. Post closing, Cinven will own 51% of
voting and economic rights, and the existing shareholders will
remain invested: the founders of the company will retain 25%,
Permira Advisers LLP (Permira) will hold on to 18%, and management
and employees will have 6%. Cinven also intends to make a
significant equity contribution.

S&P said, "Our financial risk profile assessment incorporates high
leverage on a pro forma basis at the end of 2024.We expect adjusted
debt of approximately EUR1.5 billion at December 2024. In addition
to EUR1.35 million of the proposed TLB issuance, we adjust for
operating leases liabilities (EUR95 million), pension obligations
(EUR38 million), and earnouts (EUR5 million). We do not net cash
available from our debt calculations given the financial sponsor
ownership. We also exclude the preference shares to be issued by
Chrysaor Topco S.a.r.l. and to be subscribed by each shareholder on
a pro rata basis of their voting rights from our debt calculation
because we consider them to be equity-like. This because of the
absence of a maturity, subordination to all other liabilities, and
the alignment with the financial owners' economic incentives.

"As a result, we forecast adjusted debt to EBITDA at about 6.2x by
end-2024, decreasing to about 5.0x by end-2025. This will be driven
by the EBITDA increase and excludes any potential merger and
acquisitions (M&A). Also supporting the preliminary rating is the
still-resilient funds from operations (FFO) cash interest coverage;
we project the ratio will exceed 2.0x in 2024 on a pro forma basis
and reach 2.5x 2025. Given the moderately low capital intensity of
the business, with capital expenditure (capex) of 3%-4% of revenue
and tight working capital management with forecast outflows of
approximately EUR25 million, we assume strong free operating cash
flow (FOCF) of EUR52 million in 2024 on a pro forma basis and
EUR101 million in 2025, which further supports the group's credit
quality.

"The preliminary ratings are constrained by Alter Domus'
financial-sponsor ownership. We assess Cinven and Permira as
financial sponsors (that we understand do not act in concert),
meaning that they typically tolerate high leverage and implement
aggressive shareholder returns policies, even though the founders
and management still own significant voting rights (31%). Alter
Domus aims to operate with company reported net leverage below 5x
with tolerance up to 5.75x to accommodate its M&A policy, and to
deleverage below 5x within the next 12-18 months.

"We view Alter Domus' business risk profile as fair. It is
supported by the company's leading position as a provider of fund
administrative services, its recurring revenue base, and good
geographic and customer diversification."

Alter Domus benefits from excellent revenue visibility. The company
generates most of its revenue from providing formation,
domiciliation, and ongoing maintenance services for fund entities.
The company's services have high-value-added for its customers
because the complexities of the global regulatory and tax landscape
make certain jurisdictions more attractive than others when forming
a fund. This makes the revenue base largely stable, with more than
94% of revenues considered recurring in nature since they are
provided throughout the life of each fund—more than 15 years on
average. Alter Domus has very churn rates of about 2%, a net
promoter score (NPS) of 38 and an average client relationship of 12
years with its top 20 clients, underling a strong reputation, the
satisfaction of its clients with the services provided as well as
some degree of entrenchment within its clients' operations which
would resulting some switching costs should they wish to change
services provider. This is further enhanced by Alter Domus's
ability to develop its own software.

Alter Domus operates in an industry with very strong growth
prospects. The company's addressable end markets are estimated to
amount to EUR7.3 billion as of 2023. They have grown at 14%
Compound Annual Growth Rate (CAGR) over 2017-2022, 11% CAGR over
2022-2023 and they are forecasted to grow by at 12% CAGR over
2023-2028. This is because of steadily growth of assets under
management (AUM) in alternative asset classes but also higher
outsourcing penetration and pricing, notably due to increasingly
complex regulation. With its geographical overweight toward the
fastest growing markets (Luxemburg and the US), activity overweight
toward the fastest-growing services line (fund administration
services), and client base that includes the vast majority of the
30 largest fund managers in the world, Alter Domus is well
positioned to grow above market rates in the coming years.

Alter Domus is well diversified in terms of client base and
geographies. The top 10 clients represented about 20% of revenue
generation in 2023. However, Alter Domus often manages dozens of
structures for each client with different contracts, reducing
reliance on a single customer. The company has a satisfactory
diversified geographic footprint, with 41% of revenue generated in
the U.S., 37% in Luxemburg, 16% in Europe, the Middle East, and
Africa (EMEA), 5% in the Asia-Pacific region whereas the remaining
2% is unallocated geographically since it corresponds to the data &
analytics division. S&P views positively the rebalancing of revenue
toward the U.S. in recent years, which was accelerated by the
acquisition of Strata in 2021.

Alter Domus's business model is fairly cash generative. S&P said,
"Working capital changes are linked to the high revenue growth of
the company and we expect about EUR25 million outflows per annum
from 2025. Capex requirements are moderate at 3%-4% of revenue with
maintenance capex amounting to about 1% of revenue. We think Alter
Domus will comfortably generate FOCF of EUR51 million in 2024 and
EUR101 million in 2025."

Alter Domus operates in a fragmented niche market and displays
moderate size. S&P said, "Compared with other better rated business
services companies we rate, Alter Domus' EUR7 billion addressable
market is relatively small. With EUR715 million in expected revenue
and EUR181 million in expected S&P Global Ratings-adjusted EBITDA
in 2023, Alter Domus has moderate scale versus larger competitors
like Thevelia Holdings Ltd. (B+/Stable/--). Furthermore, apart from
a notable 17% market share in Luxemburg, Alter Domus does not boast
significant market shares in other geographies, compared with
notably larger and reputable players like State Street Corp.
(A/Stable/A-1) or SS&C Technologies Holdings Inc. (BB/Stable/--).
This underlines the fragmented and competitive landscape. These
factors, alongside Alter Domus' limited business diversification
and exposure to shifts in the regulatory and tax landscape, which
it relies on to bring value to customers, constrain its business
risk profile, in our view."

S&P thinks Alter Domus's profitability will improve from its
relatively weaker level in the coming years. Alter Domus' EBITDA
margins, at S&P Global Ratings-adjusted 20%-25%, are significantly
lower than the roughly 35% demonstrated by its industry-leading
peers. Also, the company's contract structure does not fully
protect against inflation. In 2022, for instance, adjusted margins
dropped by 350 basis points to 22.2% compared with 2021. Only 45%
of contracts have a variable remuneration element built in.
Although Alter Domus can increase prices for the remaining 55%, it
takes place with a lag. Furthermore, Alter Domus operates in a
labor-intensive industry that requires relatively highly skilled
employee pool. This is a scarce resource, resulting in high wage
inflation to retain talents.

Alter Domus is exposed to regulatory and reputation risks. These
are customary constraints the fund administration service providers
generally face, which could result in significant legal
liabilities, although this has not been the case for Alter Domus
before. It underlines adequate practices and controls in place
within the company and also acts as a barrier to entry.

The final ratings will depend on the successful completion of the
proposed transaction and receipt and satisfactory review of all
final transaction documentation. Accordingly, the preliminary
rating should not be construed as evidence of final ratings. If we
do not receive final documentation within a reasonable time frame,
or if the final documentation departs from the material reviewed,
we reserve the right to withdraw or revise the ratings. Potential
changes include, but are not limited to, use of loan proceeds,
maturity, size, and conditions of the loans, financial and other
covenants, security, and ranking.

S&P said, "The stable outlook reflects our expectation that the
increasingly complex global regulatory and tax landscape, strong
underlying market growth and market share gains will support Alter
Domus' growth. We expect revenue to increase by 20% in 2024 and 15%
in 2025 and S&P Global Ratings adjusted EBITDA margins to
significantly expand to 28% in 2024 and 31% in 2025. These
developments should enable the company to leverage to about 6.2x by
year-end 2024 and about 5.0x by year-end 2025. In addition, we
anticipate FFO cash interest coverage to remain above 2x and FOCF
above EUR50 million over the forecast period.

"We could lower the rating on Alter Domus if we observed a material
deterioration in EBITDA margins, resulting from operational
headwinds, delays in the implementation of costs savings programs
and higher-than-expected exceptional costs. This would in turn lead
to weaker operating cash flow and an inability to deleverage." S&P
could also lower the rating if:

-- FFO cash interest coverage declined sustainably and materially
below 2.0x;

-- FOCF after lease payments became negative without prospects for
turning positive again;

-- Alter Domus faced liquidity issues and tighter covenant
headroom; or

-- The group undertook an aggressive transaction, such as a large
debt-funded acquisition, or paid cash returns to shareholders,
resulting in substantial and sustained releveraging of above 8x.

S&P said, "We see an upgrade as unlikely in the short term as we
regard the company's financial policy as a deleveraging constraint.
However, we could raise the rating if Alter Domus sustained revenue
and EBITDA growth such that adjusted debt to EBITDA falls and stays
below 5x. Under this scenario, an upgrade hinge on a strong
commitment from Cinven to maintain credit metrics at those levels.

"We could also take a positive rating action if Alter Domus
continues to expand in scale and scope, thereby developing a track
record of its markedly higher EBITDA and of EBITDA margins at about
35%, as adjusted by S&P Global Ratings.

"Environmental and social credit factors have no material influence
on our rating analysis of Alter Domus. Despite operating in an
industry where regulatory and reputation risks are material, the
company has not incurred any large legal liabilities.

"Governance is a moderately negative consideration in our credit
rating analysis of Alter Domus, as it is for most rated entities
owned by private-equity sponsors. We believe that the group's
highly leveraged financial risk profile points to corporate
decision-making that prioritizes the interests of the controlling
owners. This also reflects the private-equity sponsors' generally
finite holding periods and focus on maximizing shareholder
returns."




=====================
S W I T Z E R L A N D
=====================

PEACH PROPERTY: Moody's Lowers CFR to B3, Outlook Remains Negative
------------------------------------------------------------------
Moody's Ratings has downgraded to B3 from B1 the long-term
corporate family rating of Peach Property Group AG (PPG, Peach
Property or the company), a Swiss listed real estate company
focused on German residential rental properties. At the same time
Moody's downgraded to Caa2 from B3 the backed senior unsecured
instrument rating of Peach Property Finance GmbH, a wholly owned
subsidiary of PPG. The outlook of both entities remains negative.

RATINGS RATIONALE      

The downgrade and negative outlook reflect what Moody's views as
insufficient progress to address the upcoming EUR300 million backed
senior unsecured bond maturity in November 2025 and increasing
probability of debt restructuring in the context of currently
unsustainable capital structure. To successfully address the
upcoming maturity and achieve a more sustainable capital structure,
the company is reliant on raising fresh equity and successfully
disposing assets in still challenging but gradually improving
investment markets.

While PPG has so far enjoyed good access to secured funding, its
level of unencumbered assets is insufficient to fully refinance its
unsecured borrowings with secured debt. On the positive side
Moody's recognises that PPG's main shareholders have been
supportive to date, including circa EUR18 million equity issued in
March 2024, and may provide further support in the future.

In line with Moody's REITs and Other Commercial Real Estate Firms
methodology, PPG's B3 CFR references a senior secured rating
because secured funding forms most of the company's funding mix.
PPG's backed senior unsecured rating, issued by its subsidiary
Peach Property Finance GmbH, is Caa2, which is two notches below
the B3 CFR to reflect (1) the low level of unencumbered assets that
provides weak asset coverage for unsecured creditors as well as the
expectation that the remaining unencumbered assets might be used to
raise secured debt and (2) Moody's assessment of differences in
expected loss between secured and unsecured creditors.

Moody's expects PPG to continue its track record of strong
operating performance with good rental growth and lower vacancy
supported by the regulated German rental sector's favourable
fundamentals. However, Moody's also notes that the company's key
credit ratios have not improved and point to an unsustainable
capital structure. PPG's Moody's adjusted gross debt / EBITDA
increased to 59.1% in December 2023 from 56.7% in December 2022
driven by approximately 8% value decline for the company's property
portfolio. Moody's adjusted fixed charge cover deteriorated to 1.3x
from 1.5x largely due to EUR7.5 million losses on fair value of
derivatives.

OUTLOOK

The negative outlook reflects increasing uncertainty around ability
of the company to timely address its upcoming debt maturities and
risk of debt restructuring. It reflects the very limited time for
PPG to implement asset disposals and/or raise equity over the next
few months to deleverage and execute the refinancing.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

An upgrade is unlikely given the negative outlook.

The ratings could be downgraded if:

-- The company fails to raise material proceeds over the next few
months to address its upcoming debt maturities, especially its
unsecured borrowings

-- Likelihood of a default increases and / or expected recovery
rates in case of a default or distressed exchange are lower than
anticipated

-- Operating performance weakens

ESG CONSIDERATIONS

Governance considerations were a key driver of this rating action.
This includes aggressive financial strategy characterised by lack
of early refinancing of its debt maturities and high
Moody's-adjusted leverage.

Other ESG considerations and their impact on credit quality are
mainly linked to lower rental growth or returns because of higher
capital requirements to meet environmental standards or tighter
regulation.

LIQUIDITY

PPG's liquidity is weak. As of December 31, 2023, its sources of
liquidity included EUR22 million of cash and cash equivalents and
EUR64 million of drawing capacity under its EUR75 million revolving
credit facility (RCF) due in April 2025. The company's EUR300
million backed senior unsecured bond is due in November 2025, which
will create pressure on liquidity if not timely addressed.

The company's debt is mostly fixed interest rate apart from the
RCF.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was REITS and Other
Commercial Real Estate Firms published in February 2024.

PROFILE

PPG is a real estate company focused on residential investments in
Germany. The company is headquartered in Zurich and has been listed
on the SIX Swiss Exchange since 2010 (market capitalisation of
CHF210 million as of April 29, 2024), with its German group
headquarters in Cologne. As of December 31, 2023, the company owned
around 27,500 residential units with a total market value of close
to EUR2.5 billion.



===========
T U R K E Y
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TURKIYE: S&P Raises Long-Term SCR to 'B+' on Economic Rebalancing
-----------------------------------------------------------------
On May 3, 2024, S&P Global Ratings raised its unsolicited long-term
sovereign credit ratings on Turkiye to 'B+'. The outlook is
positive. At the same time, S&P affirmed its unsolicited 'B'
short-term sovereign credit ratings.

S&P also raised its unsolicited national scale ratings to
'trAA-/trA-1+' from 'trA/trA-1'. Finally, S&P revised its transfer
and convertibility assessment to 'BB-' from 'B+', signifying that
the risk of the sovereign preventing private-sector debtors from
servicing foreign currency-denominated debt is abating.

Outlook

S&P could raise the rating further should balance-of-payments
outcomes continue to improve, inflation decline, and domestic
savings in Turkish lira rise, leading to a rebuilding of the
government's usable foreign currency reserves (gross reserves minus
foreign currency borrowed from domestic residents).

Downside scenario

S&P could revise the outlook to stable if pressures on Turkiye's
financial stability or wider public finances were to intensify,
potentially in connection with unabated currency depreciation
alongside a reversal of anti-inflationary policies.

Upside scenario

Should policymakers succeed in bringing down inflation and
restoring confidence in the lira, amid narrowing current account
deficits and a reversal of dollarization, S&P could raise its
sovereign rating on Turkiye.

Rationale

In the aftermath of local elections, Turkiye's policymakers are set
to persevere with efforts to reduce elevated inflation through a
combination of monetary and credit tightening, less generous wage
settlements, and gradual fiscal consolidation. Already, over the
first two months of 2024, the 12-month rolling current account
deficit has narrowed by 1.2 percentage points (ppts) of GDP, with
annualized gold imports down by $6.6 billion or just under 1% of
GDP. As the spread between interest earnings on local currency
savings versus that on foreign currency savings widens, the demand
for hedging and imports--particularly gold--should weaken. This
implies the full-year current account deficit will be less than 2%
of GDP for 2024.

The unanchoring of inflationary expectations since 2022 will be
costly to reverse. S&P doesn't anticipate the inflation rate in
Turkiye dropping to single digits until 2028. Inflation inertia
reflects the backward indexation of wages, past exchange rate
depreciation, and the legacy of highly accommodative monetary
policy (Turkiye's trade-weighted exchange rate depreciated 22% in
2022 and 36% in 2023).

Under an alternative scenario of a harder economic landing,
inflation could reduce from current levels of close to 70% more
quickly, and external rebalancing and de-dollarization of financial
sector deposits might proceed faster. In 2019, Turkiye was able to
adjust its current account position by 4 ppts of GDP in a single
year, albeit against a backdrop of currency depreciation and GDP
growth of less than 1%. At present, the ongoing economic adjustment
is taking place only gradually as demand remains firm and price
pressure in services sectors stubborn. Despite signs of a narrowing
current account deficit, in the first two months of 2024, errors
and omissions have been high, perhaps reflecting foreign currency
withdrawals from the formal sector; Turkiye's short-term external
debt is elevated, and usable reserves (gross reserves excluding
foreign currency borrowed from residents) are low.

Institutional and economic profile: A window of opportunity for
policy implementation

-- No elections are scheduled through March 2028, reducing
pressures on policymakers to agree to ad hoc wage and pension
increases.

-- Turkiye's Central Bank (CBRT) is likely to keep its benchmark
one-week repo rate at 50% for the remainder of 2024, and guard
against depreciation pressures on the Turkish lira as a means of
tempering demand and minimizing exchange rate pass through into
inflation.

With no scheduled national elections until 2028, Turkish
policymakers have space to implement policies to compress demand
and inflation, using all available wage-setting, fiscal, and
monetary tools. Whether and how quickly authorities tackle the
inflation problem will affect economic stability, public finances,
and hence S&P's sovereign rating on Turkiye. Public-sector wages
and pensions remain indexed to past inflation, which will make it
much tougher to tame inflation quickly.

S&P said, "Nevertheless, we believe that authorities will take
steps during 2024 to better coordinate fiscal, monetary, and
incomes policies, including cuts to current nonwage expenditure,
while earthquake-related spending may take longer to execute. We
also expect there will be a check on any additional minimum wage
increases this year, though the path for wage-setting beyond 2024
is less clear.

"Details of a larger, more-detailed fiscal and incomes policy plan
are limited. We believe the emphasis will be on gradual changes,
rather than a front-loaded economic program. Nevertheless, we think
that the economy is already rebalancing, with net exports already
adding to rather than subtracting from growth, and that credit
conditions are tight. We also believe a stable nominal exchange
rate will promote the de-dollarization of private and public
balance sheets."

Recent data for vehicle registrations, employment, industrial
production, and consumer confidence suggests demand remained
resilient in the first quarter of 2024. This perhaps reflects a
weaker monetary transmission channel, given still-widespread
dollarization of the Turkish economy. S&P projects real GDP growth
to decelerate to 3% on average during 2024 and 2025 from 4.5% in
2023, and another strong tourism season, despite notable
appreciation of Turkiye's real exchange rate since last year.

Despite the resilience of household spending, external rebalancing
is taking place; as of fourth-quarter 2023, net exports have
started to contribute positively to GDP growth. In volume terms,
the latest calendar and seasonally adjusted merchandise import data
confirms a decline of 8.5% in imports since their May 2023 peak. In
contrast, merchandise exports were up 8.2% in volume terms over the
same period (and up by one-quarter in volume terms compared to
pre-pandemic levels, also reflecting re-exports). Since the initial
energy price shock of 2022, Turkiye's terms of trade have
stabilized.

A related challenge for policymakers is how to restore confidence
in local currency assets. So far, dollarization has been declining
only slowly, reaching 57% of total deposits as of April 8, 2024,
compared with 60% (including foreign exchange-protected savings) on
Nov. 30, 2023. Positively, the conversion of protected deposits
into foreign currency deposits has declined to almost 10% from
about 20% since interest rates on unprotected local currency
deposits increased along with the policy rate in the fourth quarter
of 2023. Even so, confidence in exchange rate stability remains
tenuous. Inflation is both elevated and well-entrenched, and will
be difficult to bring down in the absence of additional monetary
tightening and much-improved terms of trade.

Turkiye's economy is open and diversified, with exports
representing about 32% of GDP in 2023 according to S&P's estimates.
Demographics are favorable, with the median age at 33, versus 44 in
the EU, and annual population growth rate of 1.3% compared to the
EU's 0.1% average. The private sector is sophisticated,
outward-looking, and resilient; it benefits from the country's
customs union with the EU, and the EU's receipt of over 40% of
Turkiye's merchandise exports and one-quarter of its services
exports. Despite a recent focus on increasing exports and
re-exports (via third-party countries) to Russia, Russia accounts
for just 2.5% of Turkiye's exports (less than Turkiye's exports to
the Netherlands).

In the March 31 local elections, the main opposition CHP party made
gains across 35 provinces, retaining control of Turkiye's three
largest metropolitan areas by population. The People's Alliance
Coalition, composed of President Erdogan's AKP party and
center-right nationalist party MHP maintained a parliamentary
majority. No elections are scheduled to take place until 2028.

For the future, S&P cannot rule out initiatives to preserve fiscal
stability via the potential introduction of a fiscal rule. Less
likely would be steps to formalize the CBRT's independence by
constraining the president's ability to remove the central bank's
governors and board members via a decree. In the past, pressures on
the CBRT to maintain a relaxed monetary stance generated a surge in
price inflation, which remains among the highest of all sovereigns
we rate.

Flexibility and performance profile: Improved coordination of
fiscal and monetary policy

-- S&P expects the CBRT to take a wait-and-see approach to further
interest rate hikes, while reducing and simplifying regulations
pertaining to banks' balance-sheet management, in an effort to
increase holdings of Turkish lira and the cost of credit.

-- For 2024, S&P projects a cash- and accruals-based general
government deficit of about 4.8% of GDP as earthquake spending
increases.

The accruals-based general government deficit for 2023 was 5.2% of
GDP, since the government introduced a series of tax measures and
there was limited consumption spending, though the wage bill
continued to increase. Over the same period, the cash-based deficit
was actually considerably below the accruals figure, since
earthquake spending commitments proved difficult to execute. For
2024, S&P projects the accruals and cash deficits to converge
toward 4.8% of GDP. Additional fiscal measures are possible in 2024
and 2025, including a new spending review, further reductions in
energy subsidies, some modifications of the corporate income tax
framework (potentially involving the elimination of some
exemptions), as well as measures to reduce tax evasion,
particularly in terms of value-added tax.

Despite a loosening of Turkiye's fiscal stance since 2020, gross
general government debt remains relatively modest at 29% of GDP.
During 2023, nominal GDP increased by 75% after more than doubling
in 2022, thereby reducing a large portion of Turkiye's local
currency debt. However, because 64% of the government's debt is
denominated in foreign currency, gross debt has remained relatively
flat at 30% of GDP since year-end 2022. What has changed is that
the weighted cost of domestic borrowing has risen to 32% as of
February 2024 from 10% in February 2023, as a consequence of
monetary tightening.

Since June 2023, the CBRT has raised the one-week repo policy rate
by 41.5 percentage points to 50%, broadened the interest rate
corridor, ended mandatory government bond holdings for banks making
local currency cash loans, withdrawn liquidity by increasing
required reserves on short-term foreign exchange-protected
deposits, and eased other foreign currency controls. S&P said, "We
see a risk that, despite a relatively high policy rate (in nominal
terms), income policies (that is, wage-setting), which are outside
the central bank's remit, remain highly inflationary. Given the
absence of elections until 2028, we expect authorities to slow down
the base for backward indexation of the minimum wage, the benchmark
for private-sector wage agreements." Nevertheless, public-sector
wages look to remain indexed at least during 2024. In other
economies where backward indexation to inflation determines wage
agreements (for example, Argentina), anti-inflationary programs
reliant exclusively on monetary policy have frequently failed. This
raises questions about the realism of the central bank's inflation
forecast of 14% by year-end 2025, and 9% by year-end 2026, the
midpoint of the consumer price index.

The success of Turkiye's disinflation efforts will also have a
large effect on the current account, given that during 2023, over
half of the current account deficit of 4.1% of GDP was due to net
gold imports of $25.7 billion, equivalent to 2.3 ppts of GDP. In
the first two months of 2024, net gold imports fell by 77% to less
than $2 billion, signifying the effectiveness of higher interest
rates in weakening demand for hedging products. For 2024 as a
whole, S&P projects the current account deficit to narrow to just
below 2% of GDP from 4.1% of GDP in 2023 as demand for gold fades,
import compression accelerates, and the services surplus holds up
in dollar terms.

After rebuilding during the second half of 2023, Turkiye's usable
reserves declined during the first three months of 2024 to an
estimated $16.6 billion as of March 31. However, weekly data
indicates that net reserves recovered in April, also reflecting a
reduction of foreign currency swaps with domestic banks. By
year-end 2026, usable reserves should return to the 2009 level of
over $70 billion, as current account deficits narrow, and net
foreign direct investment inflows somewhat improve. Turkiye's gross
reserves of $126.3 billion remain further encumbered by the central
bank's provision of insurance protection against any imputed
exchange rate losses above interest earnings on $69.9 billion (8.4%
of GDP) on local currency deposits. Nevertheless, the amount of
foreign exchange-protected deposits has declined by 3.6 ppts of GDP
since Nov. 30, 2023. At present, gross reserves cover just 71% of
short-term external debt by remaining maturity (including
nonresident deposits at the CBRT and in the commercial banking
system). Excluding trade financing, this figure improves to over
100%.

Financial stability risks are elevated but diminishing, in S&P's
view. These could, in turn, represent a contingent liability risk
if the government had to rescue a bank, either because of a loss of
domestic depositor confidence or a drop in foreign creditors'
appetite for rolling over Turkish banks' foreign debt. The
government has already contributed capital to public-sector banks
several times. S&P thinks that in a scenario involving a loss in
banking sector confidence, the government could be called upon to
contribute equity and loans to banks in significantly higher
amounts.

Banks' asset quality could also face further pressure because about
34% of loans were denominated in foreign currency as of April 8,
2024, making this debt more expensive to service as the lira
depreciates. The majority of these exposures are to corporates with
large earnings in foreign currency; lending to households in
foreign currency is virtually nonexistent.

Loan book quality risks are particularly pertinent for
public-sector banks, in S&P's view. This is because they have been
heavily involved in episodes of rapid credit expansion at low
rates, as well as lending to state agencies and enterprises for
quasi-fiscal purposes, raising questions about borrowers' ability
to repay these lines. It considers the shift back to tighter
monetary policy will likely weigh on asset quality in Turkiye's
financial system.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  Ratings List

  UPGRADED; RATINGS AFFIRMED  
                                      TO              FROM
  TURKIYE

  Sovereign Credit Rating |U^    B+/Positive/B    B/Positive/B

  Turkey National Scale |U^     trAA-/--/trA-1+    trA/--/trA-1

  Transfer & Convertibility Assessment |U^  BB-        B+

|U^ Unsolicited ratings with issuer participation, access to
internal documents and access to management.


VESTEL ELEKTRONIK: Fitch Assigns B+(EXP) LongTerm IDR, Outlook Pos.
-------------------------------------------------------------------
Fitch Ratings has assigned Vestel Elektronik Sanayi Ve Ticaret A.S.
(Vestel) an expected Long-Term Foreign-Currency (LTFC) Issuer
Default Rating (IDR) of 'B+(EXP)' with a Positive Outlook and an
expected Long-Term Local-Currency (LTLC) IDR of 'BB-(EXP)' with a
Stable Outlook.

Fitch has also assigned an expected senior unsecured rating of
'B+(EXP)' to Vestel's proposed benchmark-size US dollar notes, in
line with its LTFC IDR. The Recovery Rating on the senior unsecured
debt is 'RR4'. Final ratings are subject to the completion of
refinancing and final documentation conforming to information
already received.

The LTLC IDR reflects Vestel's credit profile as a low-cost white
goods and electronics manufacturer in Turkiye benefiting from
proximity to export markets in Europe that are its major revenue
source. It also reflects a strong market position domestically and
a longstanding customer base. Rating constraints are domestic
production concentration, limited pricing power, foreign-exchange
(FX) risks and negative free cash flow (FCF).

The proposed refinancing supports the LTLC IDR due to its covenants
that will weaken Vestel's links to its 55% shareholder Zorlu
Holding A.S. (Zorlu). In addition, liquidity and debt maturity
profile are set to improve.

Unlike the LTLC IDR, the LTFC IDR and the notes rating are
constrained by Turkiye's Country Ceiling at 'B+' because Vestel's
Fitch-defined hard-currency export revenues and offshore cash do
not sufficiently cover expected hard-currency debt service. The
Positive Outlook on the LTFC IDR mirrors that of Turkiye's
sovereign rating.

KEY RATING DRIVERS

Concentrated Low Cost Manufacturer: Vestel's business profile
supports its unconstrained credit profile and LTLC IDR in the 'BB'
category. Despite its manufacturing base concentration in Turkiye
and the highly competitive market in electronics and white goods
manufacturing, Vestel's robust dealership network and comprehensive
service operations provide a competitive edge and barriers to new
entrants. However, Vestel's revenues largely stem from
manufacturing for private labels, which is a low- margin business,
as it depends primarily on cost-competitiveness for contracts, thus
limiting pricing power, especially in the recent high inflation
period.

In addition, Vestel's long payment terms to suppliers in comparison
with shorter receivable days add to FX risks and affect its profit
margins although this is partly mitigated by Vestel's inventory
management and FX hedging.

Export-driven Revenues: Vestel generates 60%-70% of revenues from
exports, mainly to Europe, with good customer diversification and
longstanding brand license agreements aiding profitability and
order-book visibility. Household appliances dominate gross profits
due to their higher margins (especially domestically) and lower
seasonality than electronics, which nevertheless offer overall
product diversification.

Limited R&D; Potential in Mobility: Vestel's low R&D spending, at
around 1.8% of its revenue, marks it as a mid-tier innovator in
comparison with its peer group. This broadly matches its domestic
peer Arcelik's A.S. (slightly above 2%), but lags behind that of
European peers with around 3% of its revenues in R&D spend.
However, mobility electronics, including Vestel's 23% stake in a
domestic market-leading electric-vehicle producer, offer
significant growth potential.

Refinancing Supports Financial Profile: Vestel plans to strengthen
its financial profile, which is dominated by short-term domestic
borrowing, through the proposed long-term US dollar notes issue. In
addition to a longer average debt maturity and diversification of
funding, the notes should also reduce the average cost of debt.
Although hard-currency revenues offer natural hedge for US dollar
debt service, a further significant devaluation of lira would make
notes repayment more expensive for Vestel.

Fitch expects the refinancing to be broadly neutral for leverage
ratios (EBITDA net leverage up to 3x and funds from operations
(FFO) net leverage around 3.5x from 2025) as the note proceeds
would mostly be used to refinance existing short-term debt and fund
capex.

FCF to Remain Weak: Fitch expects capex to remain around 5% of
revenues with Fitch-assumed possibility of modest dividend
distributions within the covenants. This, combined with FX and
working-capital outflows, will keep FCF negative in its rating-case
forecasts.

Bond Covenants Underpin Rating: Fitch expects the final terms of
the notes to include leverage covenants that will support its view
of insulated legal ring-fencing around Vestel. Fitch also views
access and control factors, including partial public listing of
Vestel and its independent external funding, as 'Porous'. Overall,
Fitch rates Vestel on a standalone basis under its Parent and
Subsidiary Linkage Rating Criteria. Vestel has historically
provided inter-company loans to Zorlu, but Fitch does not expect a
reduction in its outstanding debt balance from, or new loans to be
provided to, Zorlu. Providing new loans to the parent would likely
lead to a downgrade.

FC IDR Capped by Country Ceiling: Vestel's LTFC IDR and proposed
notes rating are capped by Turkiye's Country Ceiling of 'B+' due to
the lack of manufacturing diversification outside of the country
and the need to repatriate and convert much of its hard-currency
export revenues into liras. Fitch-defined hard- currency debt
service coverage for Vestel is thus insufficient for the rating to
pierce the ceiling. Consequently, rating actions on Vestel's LTFC
IDR and the notes will follow sovereign rating actions.

DERIVATION SUMMARY

Vestel's position as a low-cost manufacturer in the European and
Turkish market drive through-the-cycle EBITDA and EBIT margins of
approximately 13% and 11%, respectively. These are similar to that
of its Turkiye-based peer Arcelik A.S. (LTLC IDR BB+/Stable), but
exceed that of higher-rated peers like Whirlpool Corp.
(BBB/Negative) and LG Electronics Inc. (BBB/Stable). However, this
strength is offset by Vestel's weaker FCF margin, due to the
significant devaluation of the Turkish lira and unfavourable
working-capital management from a longer payable cycle relative to
receivables' days.

Unlike Vestel, Arcelik is focused solely on more profitable white
goods and benefits from geographical diversification of its
production base. In addition, its brand portfolio and thus pricing
power are stronger, explaining the two-notch rating differential.
Similar to Vestel, Uzbekistan-based Artel Electronics LLC
(B/Positive) manufactures within its local market; however, it
lacks sales geographic diversification versus Vestel and Arcelik.

Although Vestel's leverage metrics are not excessive, financial
flexibility is constrained by low interest coverage, FX risk with
only partly effective hedging, and by short-term debt exposure and
weak liquidity.

KEY ASSUMPTIONS

- Revenue to increase by an average of 40% for 2023-2027,
reflecting further Turkish lira devaluation and organic growth

- Average EBITDA margin at around 12% to 2027, driven by ability to
pass on costs

- Capex in line with management forecasts to 2027 with modest
Fitch-assumed dividends from 2025

- Successful refinancing with benchmark-size notes issue in 2024

- No sizeable M&As to 2027

RECOVERY ANALYSIS

- The recovery analysis assumes that Vestel would be reorganised as
a going-concern (GC) in bankruptcy rather than liquidated

- An administrative claim of 10% is used in line with the industry
median and peer group's

- The recovery analysis is translated into US dollars from Turkish
liras since the majority of the expected capital structure will be
in US dollars. The translation used a Fitch-calculated exchange
rate for 2024, when the notes issue is expected to finalise

- The GC EBITDA estimate of USD255m is Vestel's 2022 EBITDA. This
reflects the lowest EBITDA margin in the company's recent history,
adversely affected by Turkiye's hyper-inflationary environment, and
resulting in a total cash deficit for 2022

- An enterprise value (EV) multiple of 4.5x EBITDA is applied to
the GC EBITDA to calculate a post-reorganisation EV given Vestel's
strong market positioning in Turkiye and flexible cost structure.
However, this multiple is constrained by industry dynamics
(including Turkish regulations), lack of geographical
diversification (particularly in Asia and North America), lack of
pricing power and the strength of competitors within the market

- The waterfall analysis is based on the expected capital structure
and consists of factoring, senior unsecured Eurobond and bank
credit facilities. Debt issued by Vestel's subsidiary Vestel Beyaz
Eşya Sanayi ve Ticaret A.Ş. (Vestel White Goods) ranks
structurally senior to remaining debt instruments

- Factoring is expected to remain available during bankruptcy

- These assumptions result in a recovery rate for the senior
unsecured instrument within the 'RR3' range, but is restricted by
Turkiye's Country Ceiling at 'RR4' that corresponds to the LTFC IDR
at 'B+'. The principal and interest waterfall analysis output
percentage on current metrics and assumptions is also capped at
50%.

RATING SENSITIVITIES

Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:

LTFC IDR and Notes' Rating

- An upgrade in Turkiye's Country Ceiling

LTLC IDR

- Sustained net EBITDA leverage below 2.0x, FFO net leverage below
2.5x and EBITDA interest coverage above 3.0x, supported by stricter
covenants and financial policy

- Positive FCF margin sustained above 2.5%

- Stronger business profile with geographical diversification of
production base and higher pricing power

Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:

LTFC IDR and Notes' Rating

- A downgrade of Turkiye's Country Ceiling

LTLC IDR

- Sustained net EBITDA leverage above 3.0x, FFO net leverage above
3.5x and EBITDA interest coverage below 2.0x

- Substantial deterioration in liquidity and consistently negative
FCF margin

- Lack of ring-fencing and tighter links with Zorlu

- Business profile deterioration with loss of market share and
pricing power

LIQUIDITY AND DEBT STRUCTURE

Refinancing to Improve Weak Liquidity: Historically, Vestel has
been dependent on short-term bank debt facilities to meet its
financial requirements. The practice of continuously rolling over
these uncommitted bank lines is typical in the Turkish corporate
market, and still limits Vestel's liquidity assessment
post-refinancing.

Fitch expects long-term notes to represent around 40% of FYE24 debt
with short-term bank loans and domestic bonds making up the
balance. Fitch expects debt currency to move further away from
Turkish liras and average debt maturity to increase to above three
years from less than one year.

ISSUER PROFILE

Vestel specialises in manufacturing in Turkiye and sales of
electronics, major household appliances, digital and e-mobility
solutions. Vestel is an export-driven company, with strong market
shares in Turkiye and Europe.

ESG CONSIDERATIONS

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

   Entity/Debt           Rating                   Recovery   Prior
   -----------           ------                   --------   -----
Vestel
Elektronik
Sanayi Ve
Ticaret A.S.    LT IDR    B+(EXP) Expected Rating            WD
                LC LT IDR BB-(EXP)Expected Rating            WD

   senior
   unsecured    LT        B+(EXP) Expected Rating   RR4



===========================
U N I T E D   K I N G D O M
===========================

888 ACQUISITIONS: Fitch Rates GBP300M Notes 'BB-(EXP)'
------------------------------------------------------
Fitch Ratings has assigned 888 Acquisitions Limited's announced
GBP300 million notes issue an expected senior secured rating of
'BB-(EXP)' with a Recovery Rating of 'RR3'. The rating is aligned
with the ratings of its existing senior secured debt instruments.

The proceeds from the new debt issuance that include a GBP300
million bond and a GBP100 million-equivalent top-up to existing
2028 euro-denominated floating-rate notes FRNs, will be used to
repay existing borrowings, will rank equally with existing senior
secured debt and extend the maturity profile of 888 Holdings Plc
(888; B+/Stable). The assignment of a final rating is conditional
on the completion of the transaction, applying the proceeds to
repay existing debt and final terms and conditions being in line
with information received.

888's business profile is commensurate with a higher rating than
its 'B+' IDR, including a strong brand portfolio, an omnichannel
presence in its UK core market, as well as some geographical
diversification. It is offset by weaker profitability and higher
EBITDAR net leverage than its closest peers' - of around 6.0x in
2024 before trending to below 5.5x by 2026 - and, consequently, a
higher interest burden that limits free cash flow (FCF)
generation.

The Stable Outlook reflects limited downside of revenue decline
after structural changes to customer composition both in the UK and
international segments, and its forecast of low single-digit
positive FCF margins starting from 2025. It also assumes strict
budget discipline and a conservative financial policy with no
dividends or debt-funded acquisitions, as 888 focuses on
deleveraging by 2026.

KEY RATING DRIVERS

Leverage-Neutral Maturity Extension: Fitch views the senior secured
issuance as rating-neutral, as it will not affect the total debt
quantum. Adjusted for the placement, Fitch expects a slight
improvement in debt concentration and the debt maturity profile,
with the new GBP300 million notes maturing in 2030, roughly 22
months after the maturity of 888's refinanced term loan. As a
result, 2028 debt maturity concentration will reduce to around 53%
from around 70%.

Change in Revenue Evolution Forecast: 888's 1Q trading results were
in line with its recently revised 2024 revenue growth forecast that
assumes an increase of less than 1%, with a soft UK market
offsetting growth internationally. The group's revised assumptions
of profitability of its US B2C operations and consequent decision
to exit the market will negatively affect medium-to-long term
revenue growth opportunities and reduce business diversification,
but should also benefit EBITDA in 2024.

Recreational Players Hitting Profitability: Fitch acknowledges that
an increasing focus on a recreational player base provides higher
visibility of revenues over the long term as this revenue is less
likely to be hit by regulatory policies. However, Fitch views
higher-spending players as yielding higher profitability and Fitch
therefore believes that shifting to a more recreational-based
structure of active players will likely provide lower
profitability, partially offsetting the synergies achieved with the
acquisition of William Hill. Its current forecast assumes that the
EBITDAR margin will reach 19.2% in 2024 after 18.0% in 2023, and
improve further to around 20% by 2026.

Slower Deleveraging Path: Its recently revised revenue and
profitability forecasts assume slower deleveraging. EBITDAR
leverage exceeded 6.0x in 2023, and Fitch expects it to remain
above that level in 2024 and 2025 before dropping below 5.5x in
2026. Additionally, further deleveraging is contingent on 888's
ability to deliver its cost-optimisation programme and identified
value-enhancing initiatives, which entail some execution risk.

Low Fixed Charge Cover (FCC): Fitch's rating case forecasts FCC to
remain around 1.7x in 2024 and 2025, driven by a high interest
burden and sizeable lease expense. This limits available cash flows
to support growing operations and capex that partially consists of
less discretionary labour costs related to software development.
Fitch forecasts FCC to improve to 2.0x by 2027 on organic EBITDAR
growth and lower variable interest payments under Fitch's rating
case.

Recent Corporate Governance Record: "Know your client" procedure
failures that led to a VIP account freeze in early 2023,
unanticipated top management changes and minority shareholder
suitability concerns from the UK regulator, underline its view of
recent corporate governance events as negative for the rating. High
regulatory scrutiny on the gaming business means corporate
governance issues could lead to higher regulatory risks. At the
same time, Fitch acknowledges 888's cooperation with regulators and
the self-reported nature of some incidents in its international
markets, as well as the conclusion of UK Gambling Commission
license review with no impact or license conditions on the group.

Risk of Less Regulated Markets: Despite receiving 95% of revenue
from locally regulated or taxed markets, 888 continues to rely on
growth in its 'Optimise' markets, some of which are not fully
regulated. Their higher profitability may provide a boost to
margins while brand perception may improve should these markets
become regulated. However, they also have higher volatility of
revenues and profits over the medium term, including extreme cases
of part-or-full market closures or legal challenges and claims.

DERIVATION SUMMARY

888's business profile is weaker than that of Flutter Entertainment
Plc's (Flutter, BBB-/Stable) and Entain Plc's (BB/Stable), given
the former's similar portfolio of strong brands, but smaller scale
and slightly weaker geographical diversification with no sizeable
US presence. Fitch also projects 888 to have higher leverage and
lower profitability over 2024-2025, which translates into its
rating differentials with Flutter and Entain.

All three entities have high exposure to the UK market and are
vulnerable to regulatory risk, which is factored into their
ratings. Of these three, 888 has the highest exposure to the UK and
highest share of online gaming revenues, making it more vulnerable
to adverse regulations.

Post-acquisition, 888 is also more leveraged than Allwyn
International a.s. (BB-/Stable). Its organic growth potential of
online gaming and betting is offset by higher regulatory risk than
Allwyn's lottery business. Allwyn's strong FCF generation and lower
leverage translate into a one-notch rating differential, which is
only partially mitigated by a more aggressive forecast financial
policy and a more complex group structure.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer:

- Flat revenue in 2024, followed by with low single-digit growth in
2025-2027

- EBITDAR margin improving to around 19% in 2024 from 18% in 2023,
and to 20% in 2026-2027, driven by cost optimisation and savings

- Non-recurring expenses totaling around GBP100 million in
2024-2025

- Capex at around 4.2% of revenues to 2027

- No dividends in 2024-2027

RECOVERY ANALYSIS

Fitch assumes that 888 would be considered a going-concern (GC) in
bankruptcy and that it would be reorganised rather than
liquidated.

The GC EBITDA estimate reflects its view of a sustainable,
post-reorganisation EBITDA level on which Fitch bases the
enterprise valuation (EV). In its bespoke GC recovery analysis,
Fitch considered an estimated post-restructuring EBITDA available
to creditors of about GBP220 million.

Fitch applied a distressed EV/EBITDA multiple of 6x, within the
higher range of multiples Fitch uses for the corporate portfolio
outside of the US. In its view, the high intangible value of 888's
brands and historical multiples of B2C brand acquisitions,
including William Hill International, support an above-average
multiple. This multiple is higher than the 5.0x one Fitch uses for
Inspired Entertainment, Inc (B/Stable) and 5.5x Fitch uses for
Meuse Bidco SA (B+/Stable).

As per its criteria and pro-forma for the announced debt issuance,
888's GBP13 million operating company debt ranks ahead of all
holding company debt of GBP1,962 million, which includes senior
secured debt and GBP150 million senior secured revolving credit
facility (RCF), assumed fully drawn at default.

After deducting 10% for administrative claims, its principal
waterfall analysis generated a ranked recovery in the 'RR3' band,
indicating a 'BB-' instrument rating. The waterfall analysis output
percentage on current metrics and assumptions is 60% for the term
loans and senior secured notes, including the announced issuance,
resulting in a 'BB-'/'RR3' rating for existing debt and a
'BB-(EXP)'/'RR3' rating for the new notes.

RATING SENSITIVITIES

Factors That Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:

- EBITDAR margin maintained at above 15%

- Sustained low single-digit FCF margins after dividends

- Evidence of adjusted net debt/EBITDAR trending below 4.5x

- EBITDAR FCC above 2.0x on a sustained basis

Factors That Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:

- Consistent revenue decline due to loss of market shares in core
markets or regulatory pressures

- EBITDAR margin below 12% due to increased regulatory pressure or
operating underperformance

- Negative FCF after dividends

- Adjusted net debt/EBITDAR above 5.5x on a sustained basis

- EBITDAR FCC below 1.6x on a sustained basis

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity, Concentrated Maturities: As of 31 December
2023, 888 had sufficient liquidity with Fitch-calculated readily
available cash of around GBP68 million (excluding GBP128 million
customer deposit balances and GBP60 million adjustment for
working-capital swings) and a fully undrawn GBP150 million RCF. At
the same time, all debt except for its GBP11 million legacy William
Hill International bonds and the announced GBP300 million 2030
notes, matures in 2027-2028.

Its forecast assumes FCF margin to remain positive from 2025
onwards, but not sufficiently for full debt repayment at maturity.
Fitch therefore expects 888 will aim to refinance a majority of its
outstanding debt well ahead of maturities.

ISSUER PROFILE

Gibraltar-based gaming operator 888 is a global online gaming and
sports betting operator focused on casino and poker, with retail
operations in the UK.

ESG CONSIDERATIONS

888 has an ESG Relevance Score of '4' for Customer Welfare - Fair
Messaging, Privacy & Data Security due to increasing regulatory
scrutiny of the sector, particularly in the UK, greater awareness
around social implications of gaming addiction and an increasing
focus on responsible gaming. Although Fitch has reflected
conservative assumptions on UK online sales and profitability,
ahead of the UK Online Gambling Review, more punitive legislation
than envisaged could put ratings under pressure, given 888's high
leverage. This has a negative impact on the credit profile, and is
relevant to the ratings in conjunction with other factors.

888 has an ESG Relevance Score of '4' for Governance Structure-
Board Independence and Effectiveness, Ownership Concentration due
to recent unanticipated top management rotations, which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors. The regulator's recent
concerns over the suitability of one of its minority shareholders
have resulted in a license review that concluded with no license
conditions, remedies or penalties imposed on 888.

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

DATE OF RELEVANT COMMITTEE

26 March 2024

   Entity/Debt           Rating                  Recovery   
   -----------           ------                  --------   
888 Acquisitions
Limited

    senior secured   LT BB-(EXP) Expected Rating   RR3

AUBURN 15 PLC: Fitch Assigns 'B+(EXP)sf' Rating to Class F Notes
----------------------------------------------------------------
Fitch Ratings has assigned Auburn 15 plc expected ratings.

The assignment of final ratings is contingent on the receipt of
final documents conforming to information already reviewed.

   Entity/Debt         Rating           
   -----------         ------           
Auburn 15 plc

   Class A1        LT AAA(EXP)sf  Expected Rating
   Class A1 Loan   LT AAA(EXP)sf  Expected Rating
   Class A2        LT AAA(EXP)sf  Expected Rating
   Class B         LT AA+(EXP)sf  Expected Rating
   Class C         LT A-(EXP)sf   Expected Rating
   Class D         LT BBB-(EXP)sf Expected Rating
   Class E         LT BB+(EXP)sf  Expected Rating
   Class F         LT B+(EXP)sf   Expected Rating
   Class X         LT NR(EXP)sf   Expected Rating
   Class Z         LT NR(EXP)sf   Expected Rating

TRANSACTION SUMMARY

This transaction will be a securitisation of predominantly
buy-to-let (BTL) residential mortgage assets originated by Capital
Home Loans Limited (CHL) and secured against properties in the UK.
The pool also contains a small proportion of owner-occupied (OO)
loans (around GBP78 million).

The assets were previously securitised in the Towd Point Mortgage
Funding (TPMF) Auburn series of transactions, most recently Auburn
12, 13 and 14. The seller will be Auburn Seller DAC, which is also
the provider of the representations and warranties, while CHL
remains the legal title holder

KEY RATING DRIVERS

Seasoned Loans: The portfolio consists of seasoned (17.3 years)
mortgage loans originated mainly between 2003 and 2009. It has
benefited from a considerable degree of indexation, with a weighted
average (WA) indexed current loan-to-value (LTV) of 47.7%, leading
to a WA sustainable LTV of 59.2%.

The pool consists almost entirely of Bank of England base
rate-linked loans and a high proportion of interest-only (IO)
loans, which is typical for BTL assets. The OO loans are typical of
non-conforming assets with high proportions of self-certified and
IO loans, as well as current arrears.

Asset Performance: In setting the originator adjustment, Fitch
considered the historical performance of the pool on a sub-pool
basis. Arrears and default levels for the BTL sub-pool have
historically been in line with those typical of BTL UK pools
containing legacy assets. However, arrears have risen steeply over
the last year, in line with the increase in interest rates, with
one month-plus (1m+) arrears in this sub-pool pool rising to 8.1%
by March 2024. This recent underperformance is also reflected in
the default performance.

The OO sub-pool has performed slightly better than non-conforming
transactions rated by Fitch with 1m+ arrears currently at 18.3%
(compared with the Fitch index at 25.0% at March 2024). Fitch
applied a lender adjustment of 1.0 for both sub-pools under the
respective Fitch base matrix assumptions.

Negative Portfolio Migration: The performance of the TPMF Auburn 13
and 14 transactions has deteriorated since the Bank of England
started raising rates. This is unsurprising given the tracker rate
linked profile of the loans in the asset pools, but these
transactions are now underperforming compared with peer
transactions.

Over the last two years, prepayment rates on the mortgage loans
have been higher than in the past, averaging 15.0%. As performing
borrowers have prepaid, the arrears performance over the last year
has worsened and adverse selection in the remaining pool has
increased.

Deviation from MIR (Criteria Variation): The collateral performance
may worsen due to persistently higher interest rates and persistent
inflation. Furthermore, recovery rates lower than those suggested
by the indexed current LTV on the portfolio could persist owing to
adverse selection.

The model-implied-ratings (MIR) were relatively robust against
Fitch's WA foreclosure frequency (FF) sensitivities but less so to
WA recovery rate (RR) sensitivities. Fitch has assigned expected
ratings in line with a 15% WARR sensitivity reduction. The assigned
expected ratings are two notches below the base MIRs for the class
C notes, three notches for the class D and E notes, and four
notches for the class F notes, which constitutes a criteria
variation.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

The transaction's performance may be affected by changes in market
conditions and the economic environment. Weakening economic
performance is strongly correlated to increasing levels of
delinquencies and defaults that could reduce credit enhancement
available to the notes.

In addition, unanticipated declines in recoveries could result in
lower net proceeds, which may make certain notes susceptible to
negative rating action depending on the extent of the decline in
recoveries. Fitch found that a 15% weighted average WAFF increase
and a 15% WARR decrease would lead to downgrades of up to one
notch.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement and,
potentially, upgrades. Fitch found that a decrease in the WAFF of
15% and an increase in the WARR of 15% would lead to upgrades of up
to eight categories, except for the 'AAAsf' rated notes, which are
at the highest level on Fitch's scale and cannot be upgraded.

CRITERIA VARIATION

Fitch applied a criteria variation. The MIR were relatively robust
against Fitch's WAFF sensitivities but less so to WAWARR
sensitivities. Fitch assigned expected ratings in line with a 15%
WARR sensitivity reduction.

The rating impact of this variation is two notches below the base
MIRs for the class C notes, three notches for the class D and E
notes, and four notches for the class F notes.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

Fitch sought to receive a third-party assessment conducted on the
asset portfolio information, but none was available for this
transaction.

Fitch conducted a review of a small targeted sample of the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.

Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.

ESG CONSIDERATIONS

Auburn 15 plc has an ESG Relevance Score of '4' for Customer
Welfare - Fair Messaging, Privacy & Data Security due to
{DESCRIPTION OF ISSUE/RATIONALE}, which has a negative impact on
the credit profile, and is relevant to the rating[s] in conjunction
with other factors.

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

CONSORT HEALTHCARE: S&P Keeps 'CCC-' Debt Rating on Watch Neg.
--------------------------------------------------------------
S&P Global Ratings maintained its 'CCC-' issue rating on Consort
Healthcare (Tameside) PLC (ProjectCo)'s debt on CreditWatch with
negative implications, reflecting its view that it could lower the
ratings if the court does not timely sanction the restructuring
plan, leading ProjectCo to default on its next debt instalment.

In addition, the recovery rating on the senior secured debt is
unchanged at '5', reflecting its expectation of modest recovery
(10%-30%; rounded estimate: 20%) prospects in the event of payment
default.

On April 24, 2024, ProjectCo filed a restructuring plan under
Article 26A of the Companies Act 2006, to avoid entering into
administration. The U.K. court decision on the plan is expected by
the end of June 2024.

The ProjectCo is a limited-purpose vehicle that used the bond
proceeds to finance the design, construction, and operation of the
project for the Trust under a 34-year project agreement, as part of
the U.K. government's private finance initiative program. The
project comprises an 86-bed acute diagnostic and treatment center,
a mental health facility, and a surface car park.

ProjectCo continues to be exposed to default risk relating to its
next debt service despite the proposed restructuring plan. There is
considerable uncertainty on the timing and outcome of the court's
judgement on ProjectCo's restructuring proposal, resulting in
ProjectCo being exposed to insolvency risk. This is because the
project relies on a timely and favorable court decision in all
aspects of the restructuring plan, otherwise it will not have
enough cash to cover its principal and interest payment due at the
end of September 2024. An additional risk relates to the fact that,
even if the court sanctions ProjectCo's restructuring plan, the
Trust could decide to terminate the project agreement for default
within 30 days of the restructuring plan, in line with the current
project agreement.

Under the restructuring plan, ProjectCo proposes to amend the
project agreement to settle the adjudication deductions and further
alleged deductions owed to the Trust through a sculpted reduction
to the unitary charge (UC) receivable by ProjectCo. Although the
proposal does not entail any changes to the repayment terms and
conditions of the bonds, ProjectCo proposes to obtain a waiver to
temporarily relax the financial covenants and contractual reserving
requirements under the current senior financing documents.

Other terms and conditions include amendments to the payment
mechanism under the current project agreement and rectification
works on the underlying defects. The restructuring plan follows
ProjectCo's constrained liquidity position, resulting from the
Trust's withholding of the UC since expiry of the standstill
agreement in March 2024, to recoup GBP8.85 million adjudication
deductions and GBP20.32 million deferred deductions. Due to this,
ProjectCo is utilizing its current reserve balance to meet its
operational costs, thereby exposing ProjectCo to the risk of
exhausting the reserves unless the court sanctions its
restructuring proposal. Nevertheless, S&P will continue to monitor
the court judgement and the terms and conditions of the outcome, if
sanctioned, to assess ProjectCo's ability to service the future
debt instalments.

S&P said, "The CreditWatch negative on the ProjectCo's debt
reflects that we could lower the rating if the court does not
timely sanction its proposed restructuring plan, leading ProjectCo
to default on its debt instalment in September 2024 due to
exhausted cash reserves. That said, if the court sanctions the
proposed plan, we will analyze the terms and conditions to assess
ProjectCo's debt repayment capability and its ability to survive.

"We will seek to resolve the CreditWatch in the coming three
months."


GEOFFREY OSBORNE: Collapse to Delay Woolwich Town Centre Project
----------------------------------------------------------------
Joe Coughlan at MyLondon reports that works to regenerate Woolwich
town centre could be delayed after the construction company
carrying out the job went into administration.

Surrey-based firm Geoffrey Osborne Limited has called in
administrators from RSM's restructuring advisory teams, MyLondon
relates.

The company was appointed to carry out works for Greenwich
Council’s scheme to regenerate Beresford Square and Powis Street
in Woolwich town centre, MyLondon discloses.  Work on the GBP25
million town centre project began in September last year and is
still currently ongoing, MyLondon recounts.

According to MyLondon, a Greenwich Council spokesperson told the
Local Democracy Reporting Service (LDRS): "We're aware that
Geoffrey Osborne Limited (Osborne) has unfortunately gone into
administration."

They added: "We'll be taking measures to ensure work progresses on
the Beresford Square, Powis Street and Market Pavilion projects as
soon as possible and will update local residents, businesses and
market traders when we have more information."


GKN HOLDINGS: Fitch Affirms 'BB+' LongTerm IDR, Outlook Positive
----------------------------------------------------------------
Fitch Ratings has affirmed UK-based GKN Holdings Limited's (GKN)
and UK-based GKN Aerospace Services Limited's (GASL) Long-Term
Issuer Default Ratings (IDR) at 'BB+'. The Outlooks are Positive.

The affirmation reflects GKN's solid business profile that is
characterised by good customer and geographical diversification,
leading positions in the commercial and defence end-markets, and
improving EBITDA margin, which is expected to strengthen further.

The Positive Outlook reflects Fitch's expectation that GKN's EBITDA
leverage will be sustainable at below 3.0x in the next two years,
the 'bbb' mid-point under its Aerospace and Defence (A&D) sector
criteria. This will be supported by operating margin improvement
due primarily to the recovery in the aerospace industry, as well as
completion of restructuring initiatives and better pricing
settlements with customers. Overall, Fitch expects it to improve
its sustainable positive free cash flow (FCF) generation.

Fitch has withdrawn GKN's and GASL's IDRs as the ratings have been
taken private. Fitch will no longer provide public ratings or
analytical coverage on the group. Fitch has also withdrawn GKN's
senior unsecured rating for commercial reasons.

KEY RATING DRIVERS

Strategic Refocus on A&D: Since the demerger in April 2023, Melrose
Industries plc (Melrose), the parent company of GKN, has
transitioned from its previous 'buy, improve, sell' strategy to a
commitment to being a premier aerospace enterprise for the long
term. With the transition to a pure aerospace company there were
changes in the management team to run GKN and deliver its main
strategic goals, one of which is bolstering profitability.

Enhanced Operating Profit Margins: GKN's operating margins in 2023
outperformed management's own forecast. Fitch-defined EBITDA margin
climbed to about 9.7% in 2023, from about 4.4% in 2022 (based on
pro-forma calculation post-demerger). GKN has set ambitious targets
to lift its operating profitability (excluding Melrose level costs)
to over 15% in 2024 (from 12.5% in 2023) and to about 17%-18% in
2025. This improvement is anticipated to be driven by robust demand
in the aviation sector, the profitable phase of risk-and-revenue
sharing programmes (RRSPs), particularly within GKN's engine
division, and the nearing completion of the group's restructuring
initiatives.

FCF Improvement Forecast After 2024: While Fitch projects FCF at
around -2% of revenue in 2024 largely because of expected higher
capex versus 2023 and cash outflows for GTF recall costs, Fitch
anticipates a sustainable improvement to FCF margins of 2% in 2025
and 3% in 2026-2027. These figures are in line with the 'bbb'
category midpoint of 3% under its A&D sector criteria,
notwithstanding anticipated annual capex of GBP160 million for
2024-2027, and rising dividends.

Risks to FCF: Challenges to FCF include payments associated with
the partial recall of GTF engines, in which GKN holds a 4%
programme share. Nevertheless, Fitch expects these to be offset by
rapid improvement in operating profitability.

Temporary Rise of Leverage: Post-demerger, GKN's debt structure has
substantially improved with reported Fitch-defined EBITDA leverage
of 2.4x and net leverage of about 2.3x at end-2023. Despite a
projected rise in leverage to about 3.1x in 2024, due to share
buybacks and other financial obligations, Fitch anticipates
leverage to stabilise at or below 2.5x from 2025, which is the
investment-grade midpoint for A&D companies.

Robust Market Outlook: Underlying demand in the A&D industry is
strong and GKN's expected further improvement of profitability and
leverage is supported with a forecast rise of aircraft deliveries,
in particular in the single-aisle market. GKN's leading market
position provides the group with revenue visibility and sustainable
cash flow generation. In addition, increasing defence spending
globally further underpins the group's earnings as it represents
about 30% of GKN's revenue.

Strong Business Profile: Fitch views the business profile of GKN as
solid with good geographical, customer and programme
diversification, leading market position among A&D suppliers and
successful long-term relationships with leading original equipment
manufacturers (OEMs) in the industry. The business profile is aided
by exposure to defence, which is less cyclical than commercial
aerospace. In addition, the business profile is supported by an
expected rise of aftermarket revenue with most of the RRSP
agreements in the engine's division maturing into their more
profitable cash-generation phase.

Application of PSL: Fitch bases its GKN's and GASL's ratings on
Melrose's consolidated credit profile. Its analysis incorporates
non-GKN operations and their financial obligations, including
Melrose plc's (direct subsidiary of Melrose) debt and liquidity.
GKN's rating reflects Fitch's assessment of the linkage between
Melrose and GKN on a stronger-subsidiary approach under its Parent
and Subsidiary Linkage (PSL) Rating Criteria. Fitch views both
'legal ring-fencing' and 'access and control' factors as 'open'.

Melrose's debt structure incorporates up-streamed guarantees from
certain GKN entities, including GASL , and down-streamed guarantees
from Melrose. Melrose plc's committed bank facilities contain a
cross-default clause referencing any member of the group. There is
no legal ring-fencing impeding intragroup liquidity movement with
as much cash being pooled centrally as possible. In line with
Melrose's decentralised model operational management is delegated
to GKN divisions' executives, but Melrose has control of GKN's
board and remains responsible for its strategy and performance.

GASL's IDR Equalised: Under its PSL Criteria, GASL's rating is
equalised with GKN's, reflecting its stronger-parent approach to
assess their linkage. Fitch views both legal and strategic
incentives as 'medium' and operational incentive as 'high'. The
latter reflects GASL's role as a key part of GKN's aerospace
business, with integrated management decisions, plus core
capabilities in aerospace products and services.

The 'medium' strategic incentive reflects GASL's key role in GKN's
European aerospace supply chain and development, contributing
around 20% of group sales in 2022. GASL is a guarantor of both
Melrose's committed bank facilities and GKN's 2032 bond, and relies
on the group's cash pooling system for external liquidity needs,
underlining the 'medium' legal incentive.

DERIVATION SUMMARY

GKN is one of the leading Tier1/Tier 2 aerospace suppliers
globally. The group's business profile is characterised by a
diversified customer base and exposure to the civil and defence
segments. It has long-term relationships with the world's largest
engine manufacturers as well as with OEMs such as Airbus SE
(A-/Stable), Lockheed Martin Corporation (A-/Stable) and The Boeing
Company (BBB-/Negative).

GKN's business profile compares well with those of investment-grade
peers. Its good geographical diversification is similar to MTU Aero
Engines AG's (BBB/Stable) with material exposure to the US market.
GKN's business profile is also characterised by a balanced split
between commercial and defence divisions similar to Airbus's and
Rolls-Royce plc's (BBB-/Positive). GKN's business profile is weaker
than that of some peers, including MTU, Boeing and Rolls-Royce,
which have a larger share of more stable aftermarket service
revenue.

GKN's profitability has improved over the last two years and EBITDA
margin reached comparable levels to Leonardo S.p.A.'s (BBB-/Stable)
Fitch forecasts a further rise in GKN's EBITDA margin to about
16%-17% by 2025 that would be similar to that of Rolls-Royce and
MTU. Over the rating horizon Fitch expects GKN's FCF to be positive
and comparable with MTU Aero's and Leonardo's.

GKN's leverage metrics are adequate with EBITDA leverage of 2.4x by
end-2023. This compares well with Leonardo's. After a temporary
rise of leverage in 2024 to about 3.1x Fitch forecasts leverage to
be around 2.5x, which is commensurate with the 'bbb' mid-point of
3.0x as per Fitch's A&D sector criteria.

RATING SENSITIVITIES

Not applicable as the ratings have been withdrawn

LIQUIDITY AND DEBT STRUCTURE

Good Liquidity Position: GKN has access to Melrose's liquidity via
a cash-pooling mechanism. At end-2023 the group reported GBP58
million of cash before Fitch's adjustment of GBP33 million of not
readily available cash. Liquidity is additionally supported with
committed undrawn revolving credit facilities (RCFs) of GBP1
billion due in April 2026. GKN has no material short-term debt
repayments. Despite projected marginally negative FCF for 2024
available liquidity would be sufficient to cover its near-term
maturities. Expected positive FCF generation beyond 2024 provides
the group with an additional cash cushion.

Debt Structure: At end-2023, Melrose's debt mainly comprised an
GBP10 million bond, multi-currency term loans (USD300 million and
EUR100 million, maturing in April 2026) that were fully drawn and
multi-currency RCFs with GBP253 million partly drawn. The remaining
undrawn RCFs of USD642 million, GBP299 million and EUR278 million
due on April 2026 mostly have an option to be extended Melrose for
up to a further two one-year periods .

ISSUER PROFILE

Melrose is a leading global aerospace business listed in the UK and
specialising on design and production of engine parts and
components as well as wide variety of lightweight composite and
metallic structures, electrical distribution systems and
components.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

GKN's linkage with its 100% owner Melrose and GASL's linkage with
its immediate parents GKN and Melrose Industries plc are detailed
in the Key Rating Drivers section.

ESG CONSIDERATIONS

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

   Entity/Debt           Rating           Prior
   -----------           ------           -----
GKN Holdings
Limited            LT IDR BB+ Affirmed    BB+
                   LT IDR WD  Withdrawn   BB+
                   ST IDR B   Affirmed    B
                   ST IDR WD  Withdrawn   B

   senior
   unsecured       LT     BB+ Affirmed    BB+

   senior
   unsecured       LT     WD  Withdrawn   BB+

GKN Aerospace
Services Limited   LT IDR BB+ Affirmed    BB+
                   LT IDR WD  Withdrawn   BB+

HELIOS TOWERS: S&P Upgrades ICR to 'B+' on Business Resilience
--------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
telecommunications tower operator Helios Towers PLC, and its issue
rating on the senior unsecured notes issued by HTA Group Ltd. to
'B+' from 'B'.

The stable outlook reflects S&P's view that Helios will maintain
its solid market position and stable cash flows while managing S&P
Global Ratings-adjusted debt to EBITDA comfortably below 5.0x and
funds from operations (FFO) to debt above 12%.

S&P said, "The upgrade reflects our more favorable view of Helios
Towers' business resilience. While we assess its operating
jurisdictions as generally high-risk, we believe Helios Towers has
built a strong track record of execution in these markets. In our
view, the company has a robust business model underpinned by solid
competitive positioning and recurring revenue. This is supported by
long-term contracts with annual consumer price index (CPI)-linked
escalators and quarterly power adjustors."

At the end of 2023, Helios Towers had future contracted revenues of
US$5.5 billion, with an average remaining life of 7.8 years, which
supports high revenue and cash flow predictability. S&P said,
"While we believe these positive credit factors are offset by high
country risk, we recognize that the company's operations across
multiple countries provide some diversification, given our view
that markets of operations are not correlated and exposure to
multiple currencies reduces the potential weighted-average effect
of a single currency depreciating. Moreover, we note that, to date,
the company's geographical exposure has not led to a significant
volatility in earnings."

S&P said, "Considering these collective factors, and relative to
international peers with similar operations, we now view Helios
Towers business resilience more favorably. We therefore assess our
comparable rating analysis as positive (compared with neutral
previously), reflecting our view that, except for its weaker
operating environment, Helios Towers to some extent shares
operating and financial characteristics typical of international
peers in lower country risk jurisdictions This leads to enhanced
long-term earnings and highly predictable cash flow, which we
believe will continue to support its resilience. As a result, we
revised upward our SACP assessment of the company to 'b+' from
'b'.

"We expect robust tenancy additions from existing sites, relative
to new build-to-suit (BTS), to drive profitability margins and cash
flow generation in 2024-2025. Helios Towers has moved away from its
ambition to build 22 000 towers by 2026, instead aiming to achieve
a 2.2x tenancy ratio by 2026. We view this shift in strategy as
positive given that we expect increased focus on existing portfolio
utilization and organic growth to result in improving EBITDA
margins. The company is targeting EBITDA margins between 55%-60% by
2026 and expects FOCF to turn positive this year."

Given Helios Towers' leading positions in structurally growing
markets, characterized by relatively lower mobile penetration,
expanding populations and mobile network operators (MNO)
subscribers, and technology transitions driving increased demand
for telecom infrastructure, S&P expects continued strong levels of
annual tenancy growth around 6%-8% in 2024-2025, which translates
to 1,600-1,900 yearly tenancy additions (2,433 tenancy additions in
2023). This should lead the company's tenancy ratio to improve from
1.91x in 2023 to about 2.0x in 2025.

S&P said, "With Helios Towers' growth strongly linked to the rise
in tenancies, we expect the company's S&P Global Ratings-adjusted
EBITDA margin to improve to about 53% in 2025 relative to about 50%
in 2023. Due to higher absolute EBITDA and reduced capital
expenditure (capex; $170 million annually versus $196 million in
2023), we expect FOCF will turn positive in 2024 and sequentially
improve to about $84 million in 2025. We therefore expect the
improvement in FOCF to allow the company to bolster its leverage
cushion over the next two years. Specifically, we expect that, in
the absence of additional acquisitions, Helios Towers S&P Global
Ratings-adjusted debt to EBITDA will improve to about 3.9x by 2025
relative to 5.3x in 2023. While the company has announced that its
key phase of inorganic expansion is now complete, it has not ruled
out pursuing attractive acquisitions should they become available.
However, we expect the company's financial policy and capital
allocation priorities to support reducing reported leverage to
below 4.0x by 2024 and trending to 3.0x by 2026. Additionally, we
expect the company to continue aligning capex to operating cash
generation.

"Our rating on Helios Towers is one notch higher than our blended
foreign currency sovereign creditworthiness assessment of 'B' on
the DRC and Tanzania, because Helios Towers passes our hypothetical
sovereign default stress test in both countries. In our
hypothetical sovereign default stress tests, we assume, among other
factors, a 50% devaluation of the local operating currencies
against hard currencies and a 20%-30% decline in organic EBITDA.
Helios Towers' available liquidity facilities and cash are held in
hard currencies, primarily in Mauritius, which we think has
significantly stronger creditworthiness than the DRC and Tanzania.
This supports our view that the company has adequate liquidity and
will continue to pass the stress tests. Our transfer and
convertibility (T&C) assessment of the DRC or Tanzania does not cap
our rating on Helios Towers, given the geographical diversification
of the company's exposure and available cash and liquidity
facilities held in Mauritius. The T&C assessment reflects our view
of the likelihood of a sovereign restricting corporations' access
to foreign exchange needed to satisfy their debt service
obligations, for any country. Helios Towers continues to upstream
cash from its operating subsidiaries through shareholder loans,
with no major cash repatriation issues noted to date.

"The stable outlook reflects our view that Helios Towers will
maintain S&P Global Ratings-adjusted debt to EBITDA comfortably
below 5.0x and adjusted FFO to debt above 12%, supported by
gradually improving positive FOCF from existing operations. The
stable outlook also reflects our understanding that Helios Towers
will adhere to a prudent financial policy that will support cash
generation, with sizable acquisitions in the next 12 months less
likely."

S&P would lower its rating on Helios Towers in the next 12-18
months if:

-- Adjusted debt to EBITDA increases sustainably above 5x or
adjusted FFO to debt falls below 12%. This could result from slower
than expected tenancy growth coupled with less-than-optimal
operating efficiencies resulting in S&P Global Ratings-adjusted
EBITDA margins below 50%. Also, an aggressive increase in debt to
fund capital investments or acquisitions could trigger downside
pressure, resulting in leverage metrics above our expectations.

-- Liquidity weakens substantially as a result of a large
acquisition or FOCF remains negative for a prolonged period due to
expansionary capex investments, without commensurate growth in
EBITDA, resulting in higher-than-expected leverage or
less-than-adequate liquidity.

-- The company is unable to pass S&P's hypothetical sovereign
default stress test in the DRC or Tanzania.

Although unlikely in the next 12 months, S&P could raise the rating
owing to a combination of the following factors:

-- Adjusted debt to EBITDA drops comfortably below 4.0x, adjusted
FFO to debt rises comfortably above 20%, and FOCF to debt is
greater than 5% on a sustainable basis. In S&P's view, this could
result from stronger than expected growth in tenancies leading to
higher-than-expected EBITDA and cash generation, while the company
requires no additional debt to fund growth or capex.

-- Helios Towers maintains at least adequate liquidity and
continues to pass our hypothetical sovereign default stress test in
the DRC or Tanzania.

Environmental factors are a negative consideration in S&P's credit
rating analysis of Helios Towers. This reflects its tower
portfolio, which is mostly powered by diesel because of
non-existent, limited, or unreliable electricity grids in its
countries of operation. Higher energy usage and input costs per
tower reduce Helios Towers' operating efficiency relative to its
peer group. Helios Towers is driving efficiency and reducing diesel
consumption via solar and hybrid solutions. Through its 2022-2026
carbon reduction roadmap and the 2015 strategy to reduce reliance
on diesel-powered generators, Helios Towers has equipped 27% of its
towers with hybrid solutions and 6% with solar solutions as of
financial year 2023 (ending Dec. 31, 2023). The company aims to
reach net zero carbon emission by 2040. Governance factors are also
a negative consideration because of the elevated country-related
governance risks in most sub-Saharan countries, where the bulk of
the company's assets are located.


MATCHES: Frasers Group Acquires Intellectual Property
-----------------------------------------------------
Business Sale reports that Frasers Group has acquired the
intellectual property of e-commerce fashion brand MATCHES from
administrators, less than two months after placing the business
into administration.

Frasers acquired MATCHES for GBP52 million in December 2023, but
subsequently placed it into administration in March 2024, saying
the brand had "consistently missed its business plan targets and,
notwithstanding support from the group, has continued to make
material losses", Business Sale relates.

At the time, Frasers said that, despite MATCHES' management team
seeking to stabilise the business, "it has become clear that too
much change would be required to restructure it, and the continued
funding requirements would be far in excess of amounts that the
group considers to be viable", Business Sale notes.

In April, however, former MATCHES CEO Nick Beighton described the
administration as "unnecessary" and said that he felt there had
still been a possibility of the brand turning around, Business Sale
recounts.

According to administrators, they had undertaken an "extensive
marketing process" for MATCHES and that 11 offers had been received
by late March, but that no credible offers had been made, Business
Sale discloses.

Frasers, which is controlled by Mike Ashley, says it has now
reached an agreement with administrators Teneo to acquire certain
of the brand's intellectual property assets for an undisclosed sum,
Business Sale relates.  The deal does not include any of MATCHES'
GBP80 million of stock or 250 remaining staff, according to
Business Sale.

As part of the deal, Frasers has granted administrators a license
to sell MATCHES' stock "through a period of continued trading for
the benefit of the administration", Business Sale states.

According to an administrators' report, the company owed around
GBP36 million to more than 500 unsecured creditors, including
luxury brands such as Prada, Gucci, Saint Laurent and Burberry,
Business Sale relays.  Many creditors are expected to receive less
than a penny in the pound, Business Sale notes.


PHILIPS TRUST: Customers to Get All Their Money Back
----------------------------------------------------
BBC News reports that building society customers who lost their
life savings when a trust fund firm went bust have been told they
will get all their money back.

Philips Trust Corporation (PTC) went into administration in 2022
leaving more than 2,000 people out of pocket, BBC recounts.

Some of those people have argued Newcastle, Leeds and Nottingham
building societies bore some responsibility for their money
eventually ending up with PTC, BBC relates.

The three building societies have now pledged to re-establish "100%
of each customer's PTC investment balance", BBC discloses.

According to BBC, in a joint statement, they said: "Each society is
using their strong financial foundations to voluntarily offer
support to their respective customers.

"There is no legal or regulatory requirement to offer financial
help."

"Our members understand our commitment to purpose and our support
for the communities we serve, which makes it even more important
that we go ahead with this voluntary support for members at this
time of great difficulty," BBC quotes NBS chief executive Andrew
Haigh as saying.

For customers who put their properties into a PTC trust, the
building societies will also provide up to GBP2,400 towards the
cost of changing trustees, according to BBC.

Affected customers have been told they will be contacted by PTC's
administrators, Kroll, by the end of May, BBC discloses.

The Will Writing Company, whose services had originally been
referred to customers by NBS, went into administration in 2018, BBC
relays.

An entity connected with PTC took over its assets, the BBC
understands.

NBS said it wrote to customers to make clear it had no relationship
with parties connected to PTC, BBC notes.

Some customers said they had not received the first letter and
argued they received a second letter too late to act on it,
according to BBC.


TOGETHER ASSET 2024-1ST1: S&P Assigns BB+ (sf) Rating to E Notes
----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Together Asset Backed
Securitisation 2024-1ST1 PLC's (Together 2024-1ST1) class A and B
notes, and interest deferrable class C-Dfrd to X-Dfrd notes. At
closing the issuer also issued unrated residual certificates.

Together 2024-1ST1 is a static RMBS transaction, securitizing a
portfolio of up to GBP378.7 million first-lien mortgage loans, both
owner-occupied and buy-to-let, secured on properties in the U.K.
originated by Together Personal Finance Ltd. and Together
Commercial Finance Ltd.

Together Personal Finance Ltd. and Together Commercial Finance Ltd.
are wholly owned subsidiaries of Together Financial Services Ltd.
(Together).

Product switches and loan substitution are permitted under the
transaction documents.

Together Personal Finance Ltd. and Together Commercial Finance Ltd.
originated the loans in the pool between 2015 and 2022.

S&P considers the collateral to be nonconforming based on the
prevalence of loans to borrowers with adverse credit history, such
as prior county court judgments, bankruptcy, and mortgage arrears.

Credit enhancement for the rated notes consists of subordination,
excess spread, and overcollateralization following the step-up
date, which will result from the release of the excess spread
amounts from the revenue priority of payments to the principal
priority of payments.

Liquidity support for the class A and B notes is in the form of an
amortizing liquidity reserve fund. Principal can also be used to
pay interest on the most senior class outstanding (for the class A
to E-Dfrd notes only).

There are no rating constraints on the transaction under its
counterparty, operational risk, or structured finance sovereign
risk criteria. S&P considers the issuer to be bankruptcy remote.


  Ratings

  CLASS      RATING*     CLASS SIZE (%)

  A          AAA (sf)       88.50

  B          AA (sf)         4.50

  C-Dfrd     AA- (sf)        2.65

  D-Dfrd     A- (sf)         2.35

  E-Dfrd     BB+ (sf)        2.00

  X-Dfrd     BBB (sf)        1.35

  Residual
  Certificates  NR            N/A

  NR--Not rated.
  N/A--Not applicable.




                           *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2024.  All rights reserved.  ISSN 1529-2754.

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